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

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Cap; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; and (viii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus (B) the Available Amount that is Not Otherwise Applied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Parent to to, pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower Holdings or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that (and, in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerSubsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (ii) [reserved]; (iii) Restricted Payments made on the Effective Date to consummate the Transactions[reserved]; (iv) [reserved]; (v) repurchases of Equity Interests in Holdings or any Parent Entity (or make Restricted Payments by Holdings to allow repurchases of Equity Interest in Holdings any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary Entity) deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrantswarrants or other incentive interests; (vvi) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies its Parent Entities to so redeem, retire, acquire or repurchase their Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) ), in each case, held by current or former officers, managers, consultants, directors and employees directors, employees, independent contractors or other service providers (or their respective spouses, former spouses, domestic partners, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower Entity thereof and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Dateagreement; provided that, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v)vi) after the Closing Date shall not exceed the greater of $10,000,000 and 5.0% of Consolidated EBITDA for the most recently ended Test Period, not to exceed $7,500,000 in any calendar fiscal year, with unused amounts in any fiscal year subject being carried over to maximum succeeding fiscal years, so long as the aggregate amount of Restricted Payments permitted by this clause (vi) in any fiscal year shall not exceed the greater of $50,000,000 (20,000,000 and 10.0% of Consolidated EBITDA for the “Total Repurchase Cap”) prior to most recently ended Test Period, in the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the aggregate, plus all net cash proceeds of key obtained from any key-man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower during such fiscal year (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant without giving effect to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Capproviso); (vivii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries Holdings may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash;Entity: (A) the proceeds for any taxable period for which Holdings and/or any of its Subsidiaries is a member of a consolidated, combined or similar income or similar tax group (a “Tax Group”) of which shall be used a Parent Entity is the common parent to pay the consolidated, combined or similar income or similar taxes, as applicable, of such Tax Group that are attributable to the taxable income of Holdings and/or its applicable Subsidiaries (as applicable), net of any payment already made by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction Subsidiaries in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiariessuch Taxes; provided that (1) Restricted Payments made pursuant to this clause subclause (a)(vi)(AA) shall not exceed the Tax liability amount of Taxes that the Parent Borrower and/or its Subsidiaries (as applicable) Holdings would have incurred were paid if Holdings and/or such Taxes determined as if such entity(ies) Subsidiaries were a stand-alone taxpayer or a stand-alone group; and providedTax Group for all relevant taxable periods after the Closing Date, further, that (2) Restricted Payments under this clause subclause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower Holdings may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower any Loan Party and (3) with respect to any taxable period (or its Restricted Subsidiariesportion thereof) ending prior to the date hereof, any distribution otherwise permitted under this clause (A) shall be permitted only to the extent such distribution relates to a tax payable after the date hereof; (B) the proceeds of which shall be used by Holdings or any Intermediate such Parent Entity to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting accounting, tax reporting and similar expenses payable to third parties) ), that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l(2) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors directors, officers, members of management, managers, employees or officers consultants of Holdings (or any parent thereof or any Intermediate Parentthereof) attributable to the ownership or operations of any Parent Entity, Holdings and the Restricted Subsidiaries, (23) fees and expenses (x) due and payable by the Borrower or any of the Restricted Subsidiaries Subsidiary and (y) otherwise permitted to be paid by such Holdings and the Restricted Subsidiary Subsidiaries under this Agreement and (34) amounts due and payable pursuant to the Investor Management Agreement payments that would otherwise be permitted to be paid directly by Holdings or the Restricted Subsidiaries pursuant to Section 6.09(iv6.09(iii) or (v); (C) the proceeds of which shall be used by Holdings (or any Intermediate Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, similar Taxes, other fees and expenses, required to maintain its corporate existenceorganizational existence and auditing fees and expenses; (D) [reserved]; (E) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) any Parent Entity to finance any Investment that would be permitted to be made by Holdings or a Restricted Subsidiary pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment6.04; provided that (A1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B2) other than with respect to a Storage Investment, Holdings or any Intermediate such Parent Entity shall, immediately following the closing thereof, cause (1x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)Interests) to be contributed to Holdings or any Restricted Subsidiary (any in no event shall any such contribution increase the Parent Borrower or the Restricted Subsidiaries Available Amount) or (2y) the Person formed or acquired to merge into or consolidate with the Parent Borrower Holdings or any of the Restricted Subsidiaries Subsidiary to the extent such merger or consolidation is permitted in by Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 5.13 and 5.12; and5.14; (F) the proceeds of which shall be used to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, consultants, independent contractors or employees of Holdings, Borrower or any Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, Borrower and/or the Restricted Subsidiaries; (G) the proceeds of which shall be used by Holdings (or any Intermediate Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to payi) fees and expenses related to any successful or unsuccessful equity issuance or offering or debt offering issuance, incurrence or offering, disposition or acquisition, Investment or other transaction permitted by this Agreement;Agreement and (ii) public company costs; and (viiH) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may shall be utilized by Holdings used for the payment of insurance premiums to make additional the extent attributable to any Parent Entity, Holdings, the Borrower and its subsidiaries; (viii) Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; andApplied as in effect immediately prior to the time of making of such Restricted Payment so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) where such Restricted Payment is funded from the Growth Amount, the Borrower is in compliance with the Financial Covenants (determined on a Pro Forma Basis); (viiiix) redemptions in whole or in part of any of its Equity Interests for another class of its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Qualified Equity InterestsInterests (and in no event shall such contribution or issuance so utilized increase the Available Amount); 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.; (bx) Neither [reserved]; (xi) Holdings nor the may make Restricted Payments to any Parent Borrower will, nor will they permit any other Restricted Subsidiary to, make or agree Entity to enable such Parent Entity to pay cash in lieu of fractional Equity Interests in connection with any dividend, split or make, directly combination thereof or indirectly, any payment Permitted Acquisition (or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other propertysimilar Investment), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except:; (ixii) Restricted Payments to fund the payment of regularly scheduled interest dividends and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified repurchases on Holdings’ Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) per annum not to exceed the sum greater of (A) (x) $10,000,000 or 50,000,000 in any fiscal year, with unused amounts in any fiscal year being carried over to the succeeding fiscal year, and (y) 6.0% of market capitalization; (xiii) payments made by Holdings 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 Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) additional Restricted Payments; provided that after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net Leverage Ratio as is less than or equal to 2.75:1.00 and there is no continuing Event of Default on the date of declaration; (xv) [reserved]; (xvi) [reserved]; (xvii) Restricted Payments related to settlement of Holdings’ defined benefit pension plan in the United Kingdom; (xviii) [reserved]; and (xix) additional Restricted Payments; provided that (A) such Restricted Payments shall not exceed the greater of $50,000,000 and 25.0% of Consolidated EBITDA for the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus and (B) there is no continuing Specified Event of Default on the Available Amount that is Not Otherwise Applieddate of declaration.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its Equity Interests, in each case ratably to the Parent Borrower holders of such Equity Interests (or any other Restricted Subsidiaryif not ratably, on a basis more favorable to the Company and the Loan Parties); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Company may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the shares of Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsCompany; (iii) the Company may repurchase, purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of the Company or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or 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 Restricted Payments made on the Effective Date pursuant to consummate the Transactionsthis Section 6.08(a)(iii) shall not exceed $15,000,000 in any fiscal year; (iv) repurchases the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings the Company; (or Restricted Payments by Holdings to allow repurchases v) the Company may acquire Equity Interests of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur Company upon the exercise of stock options or warrants for such Equity Interests of the Company if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeemin connection with tax withholding obligations arising in connection with the exercise of options by, acquire, retire or repurchase its the vesting of restricted Equity Interests (or held by, any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officersdirector, managers, consultants, directors and employees (officer or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) employee of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower Company or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapSubsidiaries; (vi) the Company may convert or exchange any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income Equity Interests of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer Company for or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries into Qualified Equity Interests of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this AgreementCompany; (vii) in addition to the foregoing Restricted Payments and so long as no Event Default shall have occurred and be continuing, the Company may on any date make Restricted Payments in an amount not in excess of the amount of Qualifying Equity Proceeds available on such date and not previously applied to Specified Uses; (viii) so long as no Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and Company may on any Intermediate Parent may date make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of equal (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 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 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 in excess of 3.00 to 1.00; (ix) 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 (x) (it being understood that for purposes of Section 6.04, the Borrower shall be deemed the purchaser of such Equity Interests and such repurchase shall constitute an Investment by the Borrower in a Person that is Not Otherwise Appliednot a Subsidiary in the amount of such purchase unless such Subsidiary becomes a Loan Party in connection with such repurchase); (x) so long as, at the date of declaration thereof, no Event of Default under clause (a), (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 shall have occurred and be continuing or would result therefrom, the Company may on any date make additional Restricted Payments; provided that the Net Secured Leverage Ratio immediately after giving effect to any such Restricted Payment, calculated on a Pro Forma Basis at the time such Restricted Payment is made, is less than 2.50 to 1.00; and (viiixii) redemptions in whole or in part the Company may make Restricted Payments within 60 days after the date of any declaration thereof, if at the date of its Equity Interests for declaration of such Restricted Payments, such Restricted Payments would have been permitted pursuant to another class clause 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 therebythis Section 6.08(a). (b) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSubordinated 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 Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingsuch Subordinated Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any Subordinated Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) 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 Junior Financing to Subordinated Indebtedness into Qualified Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; andthe Company; (iv) prepaymentsprepayments of intercompany Subordinated Indebtedness permitted hereby owed by the Company or any Subsidiary to the Company or any Subsidiary, redemptionsother than prepayments prohibited by the subordination provisions governing such Subordinated Indebtedness; provided that, purchasesfor the avoidance of doubt, defeasances no prepayment of any Subordinated Indebtedness owed by any Loan Party to any Subsidiary that is not a Loan Party shall be permitted so long as a Default shall have occurred and other be continuing or would result therefrom; (v) so long as no Default shall have occurred and be continuing or would result therefrom, the Company may on any date make payments of or in respect of Junior Financings prior to their scheduled maturity Subordinated Indebtedness in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant equal to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 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 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 Otherwise Appliednot in 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 (vii) so long as no Default shall have occurred and be continuing or would result therefrom, the Company may on any date make additional payments of or in respect of Subordinated Indebtedness; provided that the Net Secured Leverage Ratio immediately after giving effect to any such payment, calculated on a Pro Forma Basis at the time such payment is made, is less than 2.50 to 1.00.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor and will they not permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower Holdings or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent BorrowerHoldings, such Restricted Payment is made to the Parent BorrowerHoldings, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) Holdings and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower ) or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price or withholding taxes payable in connection with the exercise of such options or warrantswarrants or other incentive interests; (v) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire retire, repurchase or repurchase its settle the Equity Interests (or any options or warrants options, warrants, restricted stock or stock appreciation rights or similar securities issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem), retire, acquire or repurchase their other than Disqualified Equity Interests) , held directly or indirectly by current or former officers, managers, consultants, directors and members of the Board of Directors, employees or independent contractors (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower ) and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, when taken together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 10,000,000 in any calendar year with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $50,000,000 15,000,000 in any calendar year (the “Total Repurchase Cap”) prior without giving effect to the Latest Maturity Datefollowing proviso); provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower Holdings or its Restricted Subsidiaries any direct or indirect parent thereof after the Effective Date; provided further that repurchases Date (so long as, in the case of Equity Interests held such proceeds received by a direct or indirect parent of Holdings, such proceeds have been contributed to Holdings or the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapRestricted Subsidiaries); (vi) any Intermediate Parentother Restricted Payments; provided that, at the time of making such Restricted Payments, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) on a Pro Forma Basis, the Parent Borrower Senior Secured First Lien Net Leverage Ratio is equal to or less than 1.75 to 1.00; (vii) Holdings and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash;direct or indirect parent of Holdings: (A) the proceeds with respect to any taxable period in which Holdings and/or any of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect Restricted Subsidiaries is a member of a consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause similar tax group (a)(vi)(Aa “Tax Group”) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as or if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (of its Restricted Subsidiaries is a disregarded entity or to make a pass-through entity for U.S. federal income tax purposes, the owner of Holdings or such Restricted Payments to allow Subsidiary is a member of a Tax Group) for U.S. federal and/or applicable foreign, state or local income tax purposes of which Holdings or any direct or indirect parent of Holdings is the common parent, to paypay the portion of the U.S. federal, foreign, state, and/or local income Taxes of such Tax Group for such taxable period that is attributable to the taxable income of Holdings and/or its Subsidiaries; provided that for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount of such Taxes that Holdings and/or its applicable Restricted Subsidiaries would have been required to pay if they were a stand-alone Tax Group with Holdings as the corporate common parent of such stand-alone Tax Group; and (B) with respect to any taxable period for which Holdings or any Restricted Subsidiary is a partnership for U.S. federal and/or applicable state or local income tax purposes, to pay the portion of the U.S. federal, state or local income Taxes of its direct owner(s) (1or, where a direct owner is a pass-through entity, indirect owner(s)) its operating expenses incurred for such taxable period that is attributable to the taxable income of Holdings or any Restricted Subsidiary, as the case may be, in an amount not to exceed the ordinary course product of business (x) the highest combined marginal federal and other corporate overhead costs applicable state and/or local statutory tax rate (after taking into account the deductibility of state and expenses local income tax for U.S. federal income tax purposes and the character of the income in question) applicable to any direct (including administrativeor, legalwhere the direct owner is a pass-through entity, accounting indirect) equity owner of Holdings or such Restricted Subsidiaries, as the case may be, for the taxable period in question and similar expenses payable (y) the taxable income of Holdings or such Restricted Subsidiaries, as the case may be, for such period, reduced by all taxable losses with respect to third partiesany prior taxable year of Holdings or such Restricted Subsidiaries, as the case may be, to the extent such losses are of a character that would permit such losses to be deducted by the direct or indirect owners of Holdings or such Restricted Subsidiaries, as the case may be, against the current taxable income of Holdings or such Restricted Subsidiaries, as the case may be (any distributions permitted under this Section 6.07(a)(vii) that are reasonable collectively, “Tax Distributions”); (viii) in addition to the foregoing Restricted Payments, Holdings and customary and incurred in the ordinary course of businessRestricted Subsidiaries may make additional Restricted Payments, in an aggregate amount not to exceed amount together with the aggregate amount sum of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefromtherefrom and, on a Pro Forma Basis, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Interest Coverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or no less than 2.50 2.00 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; andApplied as in effect immediately prior to the time of making of such Restricted Payment plus (B) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Payment; (viiiix) 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 ; (x) payments made or expected to be 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 contain terms (including any payments made or expected to be made in connection with any payroll taxes incurred by Holdings, the Co-Borrowers, or any Restricted Subsidiary in connection with such repurchases of Equity Interests) in consideration of such payments including deemed repurchases in connection with the exercise of stock options and provisions at least as advantageous the vesting of restricted stock and restricted stock units; (xi) payments to Holdings to permit it to (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (b) 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; (xii) payments made to an Investor pursuant to the Lenders in all respects material to their interests as those contained in Tax Receivables Agreement; (xiii) the distribution, by dividend or otherwise, of shares of Equity Interests redeemed therebyof, or Indebtedness owed to Holdings (or any direct or indirect parent thereof) or any Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Permitted Investments); (xiv) the declaration and payment of Restricted Payments on Holdings’ common stock following consummation of an IPO, of up to $150,000,000 per annum; (xv) any distributions or payments of Securitization Fees; and (xvi) additional Restricted Payments in an aggregate amount, when taken together with the aggregate amount of Investments previously made pursuant to Section 6.04(m)(D) in lieu of Restricted Payments permitted by this clause (xvi) and payments in respect of Junior Financings previously made pursuant to Section 6.07(b)(iv)(D), not to exceed the greater of $125,000,000 and 12.5% of Consolidated EBITDA for the most recently ended Test Period as of the time. (b) Neither Holdings nor the Parent Borrower willwill not, nor and will they not permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments aspayments, in the form of payment and when due in with respect of any Indebtednessto such Junior Financing, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or and any Intermediate Parent; andpayment that is intended to prevent any Junior Financing from being treated as an “applicable high yield discount obligation” within the meaning of Section 163(i)(1) of the Code; (iv) prepayments, redemptions, purchasesrepurchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) an amount at the time of making any such prepayment, redemption, repurchase, defeasance or other payment and after giving Pro Forma Effect thereto, and together with any other prepayments, redemptions, repurchases, defeasances and other payments made utilizing this subclause (x) A), not to exceed the greater of $10,000,000 or (y) if the Total Net Leverage Ratio as 100,000,000 and 10% of Consolidated EBITDA for the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 as of such time plus (B) so long as no Event of Default shall have occurred and be continuing or would result therefrom and, on a Pro Forma Basis, the Interest Coverage Ratio is no less than 2.00 to 1.00, the Available Amount that is Not Otherwise AppliedApplied as in effect immediately prior to the time of making of such Investment plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Investment plus (D) the amount of Restricted Payments permitted to be made under Section 6.07(a)(xvi) (so long as the amount of any such payment in respect of Junior Financings is deducted from the amount available to be made as a Restricted Payment under Section 6.07(a)(xvi)); (v) payments made in connection with the Transactions; (vi) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financing prior to their scheduled maturity; provided that after giving effect to such prepayment, redemption, repurchase, defeasance or other payment, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) on a Pro Forma Basis, the Senior Secured First Lien Net Leverage Ratio is less than or equal to 1.75 to 1.00; and (vii) prepayment of Junior Financing owed to Holdings or any Restricted Subsidiary or the prepayment of Permitted Refinancing of such Indebtedness, in each case with the proceeds of any other Junior Financing, other than payments in respect of any such Junior Financing prohibited by the subordination provisions thereof.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary to, declare or Intermediate Parent make, or agree to pay or make, directly or indirectly, any Restricted Payment, except: or incur any obligation (contingent or otherwise) to do so, except (i) each Restricted Subsidiary Subsidiaries of Holdings may make Restricted Payments declare and pay dividends or distributions ratably with respect to the Parent Borrower or any other Restricted Subsidiary; their Equity Interests, (ii) Holdings, any Intermediate Parent, the Parent Borrower Restricted Payments deemed to have occurred in connection with cashless exercise of warrants and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely options in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner respect of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; shall be permitted, (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Cap; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings, the Parent Borrower and or any Intermediate Parent of their respective Subsidiaries may make additional Restricted Payments to any Intermediate Parent and present, former or future director, officer, employee, member of management or consultant of Holdings, the proceeds Borrower or any of which may be utilized by Holdings their respective Subsidiaries (or their respective estates, heirs, family members, spouses or former spouses) pursuant to make additional Restricted Payments any management equity or by Holdings stock option plan or by any Intermediate Parent to make any payments in respect other management or employee benefit plan or agreement or arrangement or upon such person’s death, disability, retirement or termination of any Permitted Holdings Debtemployment, in an aggregate amountamount not to exceed $4,000,000 in any fiscal year, when taken together with (iv) Holdings, the Borrower or any of their respective Subsidiaries may make other Restricted Payments in an aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum Available Amount at the time of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for such Restricted Payment and with respect to which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) Restricted Payments the Available Amount that is Not Otherwise Applied; and Conditions have been satisfied and (viiiv) redemptions on the Closing Date, the Borrower may make a Restricted Payment to Holdings with the proceeds of the Loans to be used to in whole or in part of any of its Equity Interests for another class of its Equity Interests or accordance 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 therebySection 2.05. (b) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingIndebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financingsuch Indebtedness, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect in each case, prior to any of the foregoingmaturity thereof, except: (i) payment of Indebtedness created under the Loan Documents; (ii) payment of (x) interest and principal payments on Indebtedness incurred pursuant to Section 6.01(a)(viii) or (y) regularly scheduled interest and scheduled principal payments as, in the form of payment as and when due in respect of any IndebtednessIndebtedness (other than Indebtedness incurred pursuant to Section 6.01(a)(viii)), in each case, other than payments in respect of any Junior Financing subordinated Indebtedness to the extent prohibited by the subordination provisions thereof; (iiiii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iiiiv) payment of secured Indebtedness that becomes due as a result of the conversion voluntary sale or transfer of any Junior Financing to Equity Interests the property or assets securing such Indebtedness; (other than Disqualified Equity Interestsv) prepayment of Holdings or any Capital Lease Obligations outside the ordinary course of its direct or indirect parent companies or any Intermediate Parentbusiness in an aggregate cumulative amount from and after the Closing Date not exceeding $5,000,000; and (ivvi) prepaymentspayment of any Indebtedness owing to the Borrower or any other Loan Party. (c) Holdings will not, redemptionsand will not permit any Subsidiary to, purchasesfurnish any funds to, defeasances and make any Investment in, or provide other payments consideration to any other Person for purposes of enabling such Person to, or otherwise permit any such Person to, make any Restricted Payment or other payment or distribution restricted by this Section that could not be made directly by Holdings in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together accordance with the aggregate amount provisions of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus (B) the Available Amount that is Not Otherwise AppliedSection.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay Declare or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, Subsidiary of the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such PersonBorrower; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (ii) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Qualified Equity Interests of such Person; (iii) Restricted Payments made on the Effective Date to consummate the TransactionsAcquisition; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary in the ordinary course of business deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;; and (v) Restricted Payments to Holdings which Holdings the Borrower or any of its Subsidiaries may use to redeempay for the repurchase, acquire, retire retirement or repurchase its other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or officer (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributeesdistributees of any of the foregoing) of Holdings (the Borrower or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with pursuant to any employee or management stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with ; provided that the aggregate amount of loans and advances to Holdings payments made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Cap; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; Subsidiaries for the purposes provided that Restricted Payments made pursuant to under this clause (a)(vi)(ASection 6.06(v) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; and (viii) 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 thereby1,000,000. (b) Neither Holdings nor Issue, sell or otherwise dispose of any class or series of Equity Interests that, by its terms or by the Parent Borrower willterms of any security into which it is convertible or exchangeable, nor will they permit is, or upon the happening of an event or passage of time would be, (i) convertible or exchangeable into Indebtedness or (ii) required to be redeemed or repurchased, including at the option of the holder, in whole or in part, or has, or upon the happening of an event or passage of time would have, a redemption or similar payment due. (c) Prepay, redeem, purchase, defease, cancel or otherwise satisfy prior to the scheduled maturity thereof in any other Restricted Subsidiary to, manner or make or agree to pay or make, directly or indirectly, any payment or other distribution violate any subordination terms in any respect, in each case, of and Indebtedness that is subordinated to, or secured on terms that are junior in right of payment to the Obligations, except (whether in cashi) so long as no Default has occurred and is continuing, securities or other property) regularly scheduled cash interest payments and payments of or fees, expenses and indemnification obligations in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments assuch Indebtedness, in the form of payment and each case when due and in amounts not to exceed the amounts required to be paid with respect of any Indebtednessthereto, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings the repayment of intercompany Indebtedness to the extent permitted by Section 6.01; that the amount of such payment is made to (1) a Loan Party or (2) to a Subsidiary that is not a Loan Party, to the extent that the amount of such payment is promptly thereafter paid as a dividend or is otherwise distributed to a Loan Party and (iii) as part of a Permitted Refinancing. (d) Amend, supplement or otherwise modify, or permit the conversion amendment, supplement or other modification, the terms of any Junior Financing Indebtedness that is subordinated to, or secured on terms that are junior in right of payment to Equity Interests (other than Disqualified Equity Interests) of Holdings the Obligations or any Material Indebtedness in any manner that could reasonably be expected to be material adverse to the rights or interests of its direct an Agent, the Issuing Banks or indirect parent companies or any Intermediate Parent; and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus (B) the Available Amount that is Not Otherwise AppliedLenders.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay Declare or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, Subsidiary of the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such PersonBorrower; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Wholly Owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iiiii) Restricted Payments made on the Effective Date to consummate Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the TransactionsQualified Equity Interests of such Person; (iviii) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary in the ordinary course of business deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants;; and (viv) Restricted Payments to Holdings which Holdings the Borrower or any of its Subsidiaries may use to redeempay for the repurchase, acquire, retire retirement or repurchase its other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or officer (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributeesdistributees of any of the foregoing) of Holdings (the Borrower or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with pursuant to any employee or management stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with ; provided that the aggregate amount of loans and advances to Holdings payments made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Cap; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; Subsidiaries for the purposes provided that Restricted Payments made pursuant to under this clause (a)(vi)(ASection 6.06(iv) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; and (viii) 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 thereby1,000,000. (b) Neither Holdings nor Issue, sell or otherwise dispose of any class or series of Equity Interests that, by its terms or by the Parent Borrower willterms of any security into which it is convertible or exchangeable, nor will they permit is, or upon the happening of an event or passage of time would be, (i) convertible or exchangeable into Indebtedness or (ii) required to be redeemed or repurchased, including at the option of the holder, in whole or in part, or has, or upon the happening of an event or passage of time would have, a redemption or similar payment due. (c) Prepay, redeem, purchase, defease, cancel or otherwise satisfy prior to the scheduled maturity thereof in any other Restricted Subsidiary to, manner or make or agree to pay or make, directly or indirectly, any payment or violate any subordination terms in any respect, in each case, of the Second Lien Notes and/or any other distribution Indebtedness that is subordinated to, or secured on terms that are junior in right of payment to the Obligations, except (whether in cashi) so long as no Default has occurred and is continuing, securities or other property) regularly scheduled cash interest payments and payments of or fees, expenses and indemnification obligations in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments assuch Indebtedness, in the form of payment and each case when due and in amounts not to exceed the amounts required to be paid with respect of any Indebtednessthereto, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings the repayment of intercompany Indebtedness to the extent permitted by Section 6.01; that the amount of such payment is made to (1) a Loan Party or (2) to a Subsidiary that is not a Loan Party, to the extent that the amount of such payment is promptly thereafter paid as a dividend or is otherwise distributed to a Loan Party and (iii) as part of a Permitted Refinancing. (d) Amend, supplement or otherwise modify, or permit the conversion amendment, supplement or other modification of, (a) the terms of any Junior Financing Indebtedness that is subordinated to, or secured on terms that are junior in right of payment to Equity Interests (other than Disqualified Equity Interests) of Holdings the Obligations or any Material Indebtedness in any manner that could reasonably be expected to be material adverse to the rights or interests of its direct an Agent, the Issuing Banks or indirect parent companies the Lenders, or (b) any term of the Second Lien Notes or any Intermediate Parent; and Permitted Refinancing thereof if the effect thereof on such Indebtedness (ivi) prepaymentsis materially adverse to the rights or interests of an Agent, redemptionsthe Issuing Banks or the Lenders, purchases, defeasances and other payments in respect (ii) is otherwise prohibited by the terms of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with any subordination or intercreditor agreement applicable thereto or (iii) has the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum effect of (A) shortening the maturity of such Indebtedness to a date which is prior to 180 days after the Revolving Maturity Date under clause (xa) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00definition thereof, $20,000,000 plus (B) shortening the Available Amount that date scheduled for any principal payment or increasing the amount of any required principal payment in excess of an amount to be agreed (other than paid-in-kind interest), or (C) increasing the amount of any mandatory prepayment required thereunder which is Not Otherwise Appliedpayable prior to the indefeasible payment in full in cash of all Obligations and the expiration or termination of all Letters of Credit (other than Letters of Credit which have been Cash Collateralized), or add a requirement for any additional mandatory prepayment thereunder, in the case of this clause (iii).

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the None of Parent Borrower will, nor or any Subsidiary will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its Equity Interests, in each case ratably to the holders of such Equity Interests (or if not ratably, on a basis more favorable to Parent Borrower or any other Restricted Subsidiaryand the Loan Parties); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the shares of Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsParent; (iii) Parent may repurchase, purchase, acquire, cancel or retire for value Equity Interests of Parent from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of Parent or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or 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 Restricted Payments made on the Effective Date pursuant to consummate the Transactionsthis Section 6.08(a)(iii) shall not exceed $5,000,000 in any fiscal year; (iv) repurchases Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings Parent; (or Restricted Payments by Holdings to allow repurchases v) Parent may acquire Equity Interests of Equity Interest in any direct or indirect parent of Holdings), Parent upon the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants for such Equity Interests of Parent if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeemin connection with tax withholding obligations arising in connection with the exercise of options by, acquire, retire or repurchase its the vesting of restricted Equity Interests (or held by, any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officersdirector, managers, consultants, directors and employees (officer or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) employee of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapSubsidiaries; (vi) Parent may convert or exchange any Intermediate Equity Interests of Parent for or into Qualified Equity Interests of Parent, the ; (vii) Parent Borrower and the Restricted Subsidiaries or any Subsidiary may on any date make Restricted Payments in cash an amount equal to Holdings and the Available Amount on such date; provided, however, that (other than with respect to any Intermediate Parent and, where applicable, Holdings and Restricted Payment made solely using the Starter Basket) at the time of the making of such Intermediate Parent may make Restricted Payments and immediately after giving effect to such Restricted Payments made in cashreliance on this subclause (vii), (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Net Leverage Ratio on the date of such Restricted Payments, calculated on a Pro Forma Basis to give effect to any such Restricted Payments, is not in excess of the level that is 0.25 to 1.00 less than the then-applicable financial maintenance covenant level set forth in Section 6.13; (Aviii) the proceeds any Subsidiary may repurchase its Equity Interests held by minority shareholders or interest holders in a Permitted Acquisition or another transaction expressly permitted by Section 6.04 (other than Section 6.04(u) (it being understood that for purposes of which Section 6.04, Parent shall be used deemed the purchaser of such Equity Interests and such repurchase shall constitute an Investment by Holdings or any Intermediate Parent to pay its Tax liability 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); (ix) to the relevant jurisdiction in respect of consolidatedextent such Investment constitutes a Restricted Payment, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its SubsidiariesSubsidiaries may enter into any Investment expressly permitted by Section 6.04 (other than Section 6.04(u)); (x) additional Restricted Payments; provided that the Total Net Leverage Ratio immediately after giving effect to any such Restricted Payments Payment, calculated on a Pro Forma Basis at the time such Restricted Payment is made, is not in excess of 2.00 to 1.00; provided, further, that at the time any such Restricted Payment is made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(Bx), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate ; (xi) Parent may make additional pay regularly scheduled quarterly cash dividends to its shareholders consistent with its past practice or any other Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, Payment in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), per annum not to exceed the sum greater of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus 40,000,000 and (B) $1.00 per share of the Available Amount total issued and outstanding shares of common Equity Interests of Parent on the date of the declaration of a Restricted Payment; provided that is Not Otherwise Appliedsuch per share amount shall be adjusted to give effect to any stock split or issuance on account of equity for no consideration effected; and (viiixii) redemptions additional Restricted Payments 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 an aggregate principal amount not to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyexceed $55,000,000. (b) Neither Holdings nor the None of Parent Borrower will, nor or any Subsidiary will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on (i) any Junior FinancingSubordinated Indebtedness that is subordinated to the payment of the Obligations or (ii) other Indebtedness that is required pursuant to the Loan Documents to not mature later than the Latest Maturity Date at the time of incurrence thereof (Indebtedness described in the foregoing clauses (i) and (ii), “Restricted 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 Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingsuch Restricted Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any such Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of such 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 such Indebtedness made solely with Qualified Equity Interests in Parent or the conversion of any Junior Financing to such Indebtedness into Qualified Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and; (iv) prepaymentsprepayments of intercompany Indebtedness permitted hereby owed by Parent or any Subsidiary to Parent or any Subsidiary, redemptions, purchases, defeasances and other than prepayments prohibited by the subordination provisions governing such Indebtedness; (v) Parent or any Subsidiary may on any date make payments of or in respect of Junior Financings prior to their scheduled maturity any such Indebtedness in an aggregate amountamount equal to the Available Amount on such date; provided, when taken together however, that (other than with respect to any such payments made solely using the aggregate amount Starter Basket) at the time of (1) Restricted Payments made pursuant the making of such payments and immediately after giving effect to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) such payments, (x) $10,000,000 no Event of Default shall have occurred and be continuing or would result therefrom and (y) if the Total Net Leverage Ratio as on the date of such payments, calculated on a Pro Forma Basis to give effect to any such payments, is not in excess of the most recently ended Test Period for which financial statements have been delivered level that is equal 0.25 to or 1.00 less than 2.50 the then-applicable financial maintenance covenant level set forth in Section 6.13; and (vi) Parent may on any date make payments of or in respect of any such Indebtedness in an unlimited amount; provided that the Total Net Leverage Ratio immediately after giving effect to any such payment, calculated on a Pro Forma Basis at the time such payment is made, is not in excess of 2.00 to 1.00; provided, $20,000,000 plus further, that at the time any such payment is made pursuant to this clause (B) the Available Amount that is Not Otherwise Appliedvi), no Event of Default shall have occurred and be continuing or would result therefrom.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor shall not, and shall not permit the Parent Borrower willor any of its Subsidiaries to, nor will they permit any Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, exceptexcept that: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the Transactions; (iv) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Cap; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefromat the time of the declaration thereof, the Parent Borrower and any Intermediate Parent Holdings may make additional Restricted Payments in an aggregate amount not to exceed $2,000,000; (ii) [reserved]; (iii) Holdings may pay Restricted Payments payable solely in its Qualified Capital Stock; (iv) any Subsidiary of the Borrower may make Restricted Payments to its direct equity holders (other than Holdings) on a ratable basis (or greater than ratable basis with respect to equityholders that are the Borrower or a Subsidiary that is a Loan Party); (v) Holdings and/or any Intermediate Parent and HoldingsSubsidiary of Holdings may purchase common stock or common stock options from present or former officers, the proceeds directors, employees or consultants of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect Subsidiary upon the death, disability or termination of any Permitted Holdings Debt50 employment of such officer, director, or employee or consultant, in an aggregate amountamount not to exceed $2,000,000 in any twelve (12) month period; (vi) Holdings and/or any Subsidiary of Holdings may purchase, when taken together redeem or otherwise acquire Capital Stock issued by it with the aggregate amount proceeds received from the substantially concurrent issue of new shares of its Qualified Capital Stock; (1vii) prepaymentsHoldings and/or any Subsidiary of Holdings may (i) make repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such repurchased Capital Stock represents a portion of the exercise price of such options or warrants, redemptionsand (ii) make repurchases of Capital Stock deemed to occur upon the withholding of a portion of the Capital Stock issued, purchasesgranted or awarded to a current or former officer, defeasances and other payments in respect of Junior Financings made pursuant director, employee or consultant to Section 6.08(b)(ivpay for the taxes payable by such Person upon such issuance, grant or award (or upon vesting thereof); (viii) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) may pay Cash in lieu of the issuance of fractional shares in connection with the exercise of options, warrants or similar instruments or the conversion of Capital Stock of Holdings; (ix) Borrower may make Restricted Payments permitted to Holdings in an amount sufficient to enable Holdings to pay obligations incurred by this clause (vii)Holdings in the ordinary course of business, not to exceed the sum including payment of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as Taxes on behalf of the most recently ended Test Period for which financial statements have been delivered is equal to consolidated group of Holdings and its Subsidiaries, payment of costs and expenses incurred in connection with the ongoing operation and administration of Holdings, and the payment of costs or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Appliedexpenses incurred by Holdings on behalf of any Subsidiary of Holdings; and (viiix) 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 Borrower may make Restricted Payments to the Lenders extent constituting “Tax Distributions”, as defined in all respects material Borrower’s limited liability company agreement, as in effect from time to their interests as those contained in the Equity Interests redeemed therebytime. (b) Neither Holdings nor the Parent Borrower willshall not, nor will they shall it permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cashCash, securities or other property) of property on or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property)Debt, including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior FinancingDebt (collectively, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing“Restricted Debt Payments”), except: (i) payment the purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement of any Junior Debt made by exchange for, or out of the proceeds of the substantially concurrent incurrence of, Junior Debt permitted by Section 6.01; (ii) payments of regularly scheduled interest and principal payments asof fees, in the form of payment expenses and indemnification obligations as and when due in respect of any Indebtedness, Junior Debt (other than payments in respect of any Junior Financing prohibited by the subordination provisions thereofthereof (if any)); (iiA) refinancings of payments with respect to intercompany Indebtedness by or among Holdings, Borrower, and/or their Subsidiaries permitted under Section 6.01, subject to the extent permitted by Section 6.01payment subordination provisions applicable thereto; and (B) so long as no Event of Default exists at the time of delivery of notice with respect thereof or would result therefrom, additional Restricted Debt Payments in an aggregate amount not to exceed $2,000,000; and; (iiiiv) the conversion of any Junior Financing thereof to Equity Interests Capital Stock (other than Disqualified Equity InterestsCapital Stock) of Holdings or any and the payment of its direct or indirect parent companies or any Intermediate Parent; and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) Cash in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus (B) the Available Amount that is Not Otherwise Appliedfractional shares in connection therewith.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Parent to to, pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower Holdings or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that (and, in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerSubsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (ii) [reserved]; (iii) Restricted Payments made on the Effective Date to consummate the Transactions[reserved]; (iv) [reserved]; (v) repurchases of Equity Interests in Holdings or any Parent Entity (or make Restricted Payments by Holdings to allow repurchases of Equity Interest in Holdings any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary Entity) deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrantswarrants or other incentive interests; (vvi) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies its Parent Entities to so redeem, retire, acquire or repurchase their Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) ), in each case, held by current or former officers, managers, consultants, directors and employees directors, employees, independent contractors or other service providers (or their respective spouses, former spouses, domestic partners, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower Entity thereof and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Dateagreement; provided that, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v)vi) after the Closing Date shall not exceed the greater of $10,000,000 and 5.0% of Consolidated EBITDA for the most recently ended Test Period, not to exceed $7,500,000 in any calendar fiscal year, with unused amounts in any fiscal year subject being carried over to maximum succeeding fiscal years, so long as the aggregate amount of Restricted Payments permitted by this clause (vi) in any fiscal year shall not exceed the greater of $50,000,000 (20,000,000 and 10.0% of Consolidated EBITDA for the “Total Repurchase Cap”) prior to most recently ended Test Period, in the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the aggregate, plus all net cash proceeds of key obtained from any key-man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower during such fiscal year (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant without giving effect to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Capproviso); (vivii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries Holdings may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash;Entity: (A) the proceeds for any taxable period for which Holdings and/or any of its Subsidiaries is a member of a consolidated, combined or similar income or similar tax group (a “Tax Group”) of which shall be used a Parent Entity is the common parent to pay the consolidated, combined or similar income or similar taxes, as applicable, of such Tax Group that are attributable to the taxable income of Holdings and/or its applicable Subsidiaries (as applicable), net of any payment already made by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction Subsidiaries in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiariessuch Taxes; provided that (1) Restricted Payments made pursuant to this clause subclause (a)(vi)(AA) shall not exceed the Tax liability amount of Taxes that the Parent Borrower and/or its Subsidiaries (as applicable) Holdings would have incurred were paid if Holdings and/or such Taxes determined as if such entity(ies) Subsidiaries were a stand-alone taxpayer or a stand-alone group; and providedTax Group for all relevant taxable periods after the Closing Date, further, that (2) Restricted Payments under this clause subclause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower Holdings may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower any Loan Party and (3) with respect to any taxable period (or its Restricted Subsidiariesportion thereof) ending prior to the date hereof, any distribution otherwise permitted under this clause (A) shall be permitted only to the extent such distribution relates to a tax payable after the date hereof; (B) the proceeds of which shall be used by Holdings or any Intermediate such Parent Entity to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting accounting, tax reporting and similar expenses payable to third parties) ), that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l(2) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors directors, officers, members of management, managers, employees or officers consultants of Holdings (or any parent thereof or any Intermediate Parentthereof) attributable to the ownership or operations of any Parent Entity, Holdings and the Restricted Subsidiaries, (23) fees and expenses (x) due and payable by the Borrower or any of the Restricted Subsidiaries Subsidiary and (y) otherwise permitted to be paid by such Holdings and the Restricted Subsidiary Subsidiaries under this Agreement and (34) amounts due and payable pursuant to the Investor Management Agreement payments that would otherwise be permitted to be paid directly by Holdings or the Restricted Subsidiaries pursuant to Section 6.09(iv6.09(iii) or (v); (C) the proceeds of which shall be used by Holdings (or any Intermediate Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, similar Taxes, other fees and expenses, required to maintain its corporate existenceorganizational existence and auditing fees and expenses; (D) [reserved]; (E) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) any Parent Entity to finance any Investment that would be permitted to be made by Holdings or a Restricted Subsidiary pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment6.04; provided that (A1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B2) other than with respect to a Storage Investment, Holdings or any Intermediate such Parent Entity shall, immediately following the closing thereof, cause (1x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)Interests) to be contributed to Holdings or any Restricted Subsidiary (any in no event shall any such contribution increase the Parent Borrower or the Restricted Subsidiaries Available Amount) or (2y) the Person formed or acquired to merge into or consolidate with the Parent Borrower Holdings or any of the Restricted Subsidiaries Subsidiary to the extent such merger or consolidation is permitted in by Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 5.13 and 5.12; and5.14; (F) the proceeds of which shall be used to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, consultants, independent contractors or employees of Holdings, Borrower or any Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, Borrower and/or the Restricted Subsidiaries; (G) the proceeds of which shall be used by Holdings (or any Intermediate Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to payi) fees and expenses related to any successful or unsuccessful equity issuance or offering or debt offering issuance, incurrence or offering, disposition or acquisition, Investment or other transaction permitted by this Agreement;Agreement and (ii) public company costs; and (viiH) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may shall be utilized by Holdings used for the payment of insurance premiums to make additional the extent attributable to any Parent Entity, Holdings, the Borrower and its subsidiaries; (viii) Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; andApplied as in effect immediately prior to the time of making of such Restricted Payment so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) where such Restricted Payment is funded from the Growth Amount, the Borrower is in compliance with the Financial Covenants (determined on a Pro Forma Basis); (viiiix) redemptions in whole or in part of any of its Equity Interests for another class of its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Qualified Equity InterestsInterests (and in no event shall such contribution or issuance so utilized increase the Available Amount); 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) [reserved]; (xi) Holdings may make Restricted Payments to any Parent Entity to enable such Parent Entity to pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment); (xii) Restricted Payments to fund the payment of regularly scheduled dividends and repurchases on Holdings’ Equity Interests, in an aggregate amount per annum not to exceed the greater of (x) $50,000,000 in any fiscal year, with unused amounts in any fiscal year being carried over to the succeeding fiscal year, and (y) 6.0% of market capitalization; (xiii) payments made by Holdings 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 Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) additional Restricted Payments; provided that after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 2.75:1.00 and there is no continuing Event of Default on the date of declaration; (xv) [reserved]; (xvi) [reserved]; (xvii) Restricted Payments related to settlement of Holdings’ defined benefit pension plan in the United Kingdom; (xviii) [reserved]; and (xix) additional Restricted Payments; provided that (A) such Restricted Payments shall not exceed the greater of $50,000,000 and 25.0% of Consolidated EBITDA for the most recently ended Test Period and (B) there is no continuing Specified Event of Default on the date of declaration. (b) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or makepay, directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingDebt, or any voluntary payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Junior FinancingDebt, in each case, on or any other payment prior to date that occurs earlier than one year prior to the scheduled maturity date thereof (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingcollectively, “Restricted Debt Payments”), except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof[reserved]; (ii) refinancings or exchanges of Indebtedness Junior Debt with proceeds of any Permitted Refinancing, in each case, to the extent such Indebtedness is permitted by to be incurred under Section 6.01; (iii1) the conversion of any Junior Financing to Debt to, or payments with, Equity Interests (other than Disqualified Equity InterestsInterests unless permitted to be incurred under Section 6.01) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; andand (2) mandatory redemptions of Disqualified Equity Interests; (iv) prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Debt prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Debt Payment, so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) if such Restricted Debt Payment is funded from the Growth Amount, the Borrower is in compliance with the Financial Covenants (determined on a Pro Forma Basis); (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings Debt prior to their scheduled maturity in an aggregate amountmaturity; provided that after giving effect to such prepayment, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 redemption, purchase, defeasance or (y) if other payment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 2.75:1.00 as of the end of the most recently ended Test Period as of such time; (vi) subject to the terms of the Global Intercompany Note, prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Debt owing by Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary; (vii) additional Restricted Debt Payments; provided that (A) such Restricted Debt Payments shall not exceed the greater of $50,000,000 and 25.0% of Consolidated EBITDA for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus the most recently ended Test Period and (B) there is no continuing Specified Event of Default on the Available Amount that date of declaration; and (viii) regularly scheduled interest and principal payments as and when due (including any payments as part of an applicable high yield discount obligation or AHYDO catch-up payment). (c) Holdings will not, nor will it permit any Restricted Subsidiary to, amend or modify its Organizational Documents or any documentation governing any Junior Debt, in each case if the effect of such amendment or modification (when taken as a whole) is Not Otherwise Appliedmaterially adverse to the Lenders. 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.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its Equity Interests, in each case ratably to the Parent Borrower holders of such Equity Interests (or any other Restricted Subsidiaryif not ratably, on a basis more favorable to the Company and the Loan Parties); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Company may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the shares of Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsCompany; (iii) the Company may repurchase, purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of the Company or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or 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 Restricted Payments made on the Effective Date pursuant to consummate the Transactionsthis Section 6.08(a)(iii) shall not exceed $5,000,000 in any fiscal year; (iv) repurchases the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings the Company; (or Restricted Payments by Holdings to allow repurchases v) the Company may acquire Equity Interests of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur Company upon the exercise of stock options or warrants for such Equity Interests of the Company if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeemin connection with tax withholding obligations arising in connection with the exercise of options by, acquire, retire or repurchase its the vesting of restricted Equity Interests (or held by, any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officersdirector, managers, consultants, directors and employees (officer or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) employee of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower Company or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapSubsidiaries; (vi) the Company may convert or exchange any Intermediate Parent, Equity Interests of the Parent Borrower and Company for or into Qualified Equity Interests of the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cashCompany; (Avii) any Receivables Entity may declare and pay dividends or other distributions to the proceeds Company or any wholly owned Subsidiary thereof; (viii) any Subsidiary may repurchase its Equity Interests held by minority shareholders or interest holders in a Permitted Acquisition or another transaction expressly permitted by Section 6.04 (other than Section 6.04(u) (it being understood that for purposes of which Section 6.04, the Company shall be used deemed the purchaser of such Equity Interests and such repurchase shall constitute an Investment by Holdings or any Intermediate Parent to pay its Tax liability the Company 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); (ix) to the relevant jurisdiction in respect of consolidatedextent such Investment constitutes a Restricted Payment, combined, unitary or affiliated returns attributable to the income of the Parent Borrower Company and its SubsidiariesSubsidiaries may enter into any Investment expressly permitted by Section 6.04 (other than Section 6.04(u)); (x) additional Restricted Payments; provided that the Total Leverage Ratio immediately after giving effect to any such Restricted Payments Payment, calculated on a Pro Forma Basis at the time such Restricted Payment is made, is not in excess of 2.75 to 1.00; provided, further, that at the time any such Restricted Payment is made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(Bx), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, ; (xi) the Parent Borrower and Company may pay regularly scheduled quarterly cash dividends to its shareholders consistent with its past practice or any Intermediate Parent may make additional other Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, Payment in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), per annum not to exceed the sum greater of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus 50,000,000 and (B) $1.00 per share of the Available Amount total issued and outstanding shares of common Equity Interests of the Company on the date of the declaration of a Restricted Payment; provided that is Not Otherwise Appliedsuch per share amount shall be adjusted to give effect to any stock split or issuance on account of equity for no consideration effected; and (viiixii) redemptions additional Restricted Payments 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 an aggregate principal amount not to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyexceed $75,000,000. (b) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on (i) any Junior FinancingSubordinated Indebtedness that is subordinated to the payment of the Obligations or (ii) other Indebtedness that is required pursuant to the Loan Documents to not mature later than the Latest Maturity Date at the time of incurrence thereof (Indebtedness described in the foregoing clauses (i) and (ii), “Restricted 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 Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingsuch Restricted Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any such Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of such 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 such Indebtedness made solely with Qualified Equity Interests in the Company or the conversion of any Junior Financing to such Indebtedness into Qualified Equity Interests of the Company; (iv) prepayments of intercompany Indebtedness permitted hereby owed by the Company or any Subsidiary to the Company or any Subsidiary, other than Disqualified Equity Interestsprepayments prohibited by the subordination provisions governing such Indebtedness; (v) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent[Intentionally Omitted]; and (ivvi) prepayments, redemptions, purchases, defeasances and other the Company may on any date make payments of or in respect of Junior Financings prior to their scheduled maturity any such Indebtedness in an aggregate unlimited amount; provided that the Total Leverage Ratio immediately after giving effect to any such payment, when taken together with calculated on a Pro Forma Basis at the aggregate amount time such payment is made, is not in excess of (1) Restricted Payments 2.75 to 1.00; provided, further, that at the time any such payment is made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum vi), no Event of (A) (x) $10,000,000 Default shall have occurred and be continuing or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus (B) the Available Amount that is Not Otherwise Appliedwould result therefrom.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither i. Holdings nor and the Parent Borrower willwill not, nor will they permit any Restricted Subsidiary or Intermediate Parent to to, pay or make, directly or indirectly, any Restricted Payment, except: (i) 1. each Restricted Subsidiary may make Restricted Payments to the Parent Borrower Holdings or any other Restricted Subsidiary; Subsidiary (ii) Holdingsand, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a whollyWholly-owned Subsidiary of the Parent BorrowerOwned Subsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); 2. to the extent constituting a Restricted Payment, Holdings and the Borrower may consummate any transaction permitted by Section 6.03 (iiiother than clause (g) Restricted Payments made on the Effective Date to consummate the Transactionsthereof) and Section 6.04 (other than Section 6.04(n), (q), (t) and (u)); (iv) 3. [reserved]; 4. repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrantswarrants or other incentive interests; (v) Restricted Payments to 5. Holdings which Holdings and the Borrower may use to redeem, acquire, retire retire, repurchase, or repurchase its make distributions with respect to their Equity Interests (or any options or warrants or options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees directors, employees, independent contractors or other service providers (or their respective spouses, former spouses, domestic partners, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, profits interest plan, restricted stock award agreements, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Dateagreement; provided that, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), ) after the Effective Date shall not to exceed $7,500,000 20,000,000 in any calendar fiscal year with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount 30,000,000 in any calendar fiscal year may be increased by an amount not to exceed the plus all net cash proceeds of key obtained from any key-man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower during such fiscal year (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant without giving effect to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Cap; (vi) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(ivfollowing proviso); (C) 6. the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00Restricted Payment Amount at such time, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; andApplied as in effect immediately prior to the time of making of such Restricted Payment so long as, with respect to this clause (B), (i) no Event of Default has occurred and is continuing (or would occur upon giving Pro Forma Effect to such action) and (ii) upon giving effect to such action on a Pro Forma Basis, the Total Net Leverage Ratio does not exceed the level that is 0.25x below the Total Net Leverage Ratio required by the Financial Maintenance Covenant as in effect as of the end of the most recently ended Test Period, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Payment; (viii) 7. 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 InterestsInterests (and in no event shall such contribution or issuance so utilized increase the Available Equity Amount); 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; 8. payments made or expected to be 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; 9. the Borrower may make Restricted Payments to (A) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (B) 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; 10. Restricted Payments to fund the payment of regular dividends on Holdings’ Equity Interests, in an aggregate amount not to exceed 6.0% per annum of the aggregate amount of proceeds from any public offering received by, or contributed to, Holdings or any Restricted Subsidiary on or following the date of this Agreement; provided that on the date of declaration of any such dividend, after giving effect to such dividend, there is no continuing Event of Default; 11. payments made by Holdings or any Restricted Subsidiary in respect of withholding or similar taxes payable upon exercise of stock options or warrants in respect 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 options or warrants or required withholding or similar taxes; 12. additional unlimited Restricted Payments; provided that upon giving effect to such Restricted Payment (A) on a Pro Forma Basis, the Total Net Leverage Ratio is no greater than 3.25:1.00 and the Interest Coverage Ratio is no less than 3.00:1.00 and (B) there is no continuing Event of Default; 13. Restricted Payments constituting or otherwise made in connection with or relating to any Tax Restructuring; and 14. the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to Holdings or any Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries the primary assets of which are Cash Equivalents). (b) Neither ii. Holdings nor and the Parent Borrower willwill not, nor will they permit any other Restricted Subsidiary to, make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on (x) any Junior FinancingSubordinated Indebtedness or (y) Indebtedness which is unsecured or secured on a junior basis to the Liens securing the Secured Obligations, in the case of each of (x) and (y), that constitutes Material Indebtedness (“Restricted Debt”), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financingsuch Restricted Debt, in each case, on or any other payment prior to date that occurs earlier than one year prior to the scheduled maturity date thereof (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingcollectively, “Restricted Debt Payments”), except: (i) 1. payment of regularly scheduled interest and principal payments, payments asof fees, in the form of payment expenses and indemnification obligations when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Restricted Debt prohibited by the subordination provisions thereof; 2. (ii1) refinancings or exchanges of Restricted Debt with proceeds of Permitted Refinancing Indebtedness or other Restricted Debt, which matures no earlier than the Restricted Debt being refinanced or exchanged, in each case, to the extent such Indebtedness is permitted to be incurred under Section 6.01 and (2) refinancings of Indebtedness to the extent Restricted Debt assumed in accordance with Section 6.01(a)(vii) in connection with a Permitted Acquisition or similar Investment permitted by Section 6.01under this Agreement; 3. (iii1) the conversion of any Junior Financing Restricted Debt to or payments with Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu mandatory redemptions of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus (B) the Available Amount that is Not Otherwise Applied.Disqualified Equity Interests;

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Parent to to, pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that (and, in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerSubsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (ii) [Reserved]; (iii) Restricted Payments made on the Effective Date to consummate the Transactions[Reserved]; (iv) [Reserved] (v) repurchases of Equity Interests in Holdings any Parent Entity (or make Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary Entity) deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrantswarrants or other incentive interests; (vvi) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies its Parent Entities to so redeem, retire, acquire or repurchase their Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) ), in each case, held by current or former officers, managers, consultants, directors and employees directors, employees, independent contractors or other service providers (or their respective spouses, former spouses, domestic partners, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower Entity thereof and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement in an agreement; provided that, the aggregate amount of Restricted Payments permitted by this clause (vi) after the Effective Closing Date, together with the aggregate amount of loans and advances to Holdings any Parent Entity previously made pursuant to Section 6.04(l6.04(n) in lieu of Restricted Payments permitted by this clause (vvi), shall not to exceed $7,500,000 40,000,000 in any calendar fiscal year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount with unused amounts in any calendar fiscal year may be increased by an amount not being carried over to exceed the succeeding fiscal years plus all net cash proceeds of key obtained from any key-man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower during such fiscal year (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant without giving effect to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Capproviso); (vivii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries Holdings may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash;Entity: (A) the proceeds of which shall be used by such Parent Entity to pay Taxes of Holdings, any other Subsidiary of Holdings or any Intermediate Parent to pay its Tax liability to group that includes Holdings, the relevant jurisdiction in respect Borrower or any other Subsidiary of the Borrower and that files Taxes on a consolidated, combined, affiliated, unitary or affiliated returns similar basis, in each case attributable to the taxable income of the Parent Borrower Holdings and its Subsidiaries, net of any payment already made by Holdings or its Subsidiaries in respect of such Taxes; provided that Restricted Payments made pursuant to this clause subclause (a)(vi)(AA) shall not exceed the Tax liability amount of Taxes that the Parent Borrower and/or Holdings would have paid if Holdings and its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone tax group, reduced by any payment made by Holdings or its Subsidiaries; and provided, further, provided further that Restricted Payments under this clause subclause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower Holdings may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower Holdings or its any Restricted SubsidiariesSubsidiary; (B) the proceeds of which shall be used by Holdings or any Intermediate such Parent Entity to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting accounting, tax reporting and similar expenses payable to third parties) ), that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l(2) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors directors, officers, members of management, managers, employees or officers consultants of Holdings (or any parent thereof or any Intermediate Parentthereof) attributable to the ownership or operations of any Parent Entity, Holdings and the Restricted Subsidiaries, (23) fees and expenses (x) due and payable by the Borrower or any of the Restricted Subsidiaries Subsidiary and (y) otherwise permitted to be paid by such Holdings and the Restricted Subsidiary Subsidiaries under this Agreement and (34) amounts due and payable pursuant to the Investor Management Agreement payments that would otherwise be permitted to be paid directly by Holdings or the Restricted Subsidiaries pursuant to Section 6.09(iv6.09(iii) or (v); (C) the proceeds of which shall be used by Holdings (or any Intermediate Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, similar Taxes, other fees and expenses, required to maintain its corporate existenceorganizational existence and auditing fees and expenses; (D) [Reserved] (E) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) any Parent Entity to finance any Investment that would be permitted to be made by Holdings or a Restricted Subsidiary pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage InvestmentSection 6.04(n)); provided that (A1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B2) other than with respect to a Storage Investment, Holdings or any Intermediate such Parent Entity shall, immediately following the closing thereof, cause (1x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)Interests) to be contributed to Holdings or any Restricted Subsidiary (any in no event shall any such contribution increase the Parent Borrower or the Restricted Subsidiaries Available Amount) or (2y) the Person formed or acquired to merge into or consolidate with the Parent Borrower Holdings or any of the Restricted Subsidiaries Subsidiary to the extent such merger or consolidation is permitted in by Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 Section 5.13 and 5.12; and5.14; (F) the proceeds of which shall be used by to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, consultants, independent contractors or employees of Holdings or any Intermediate Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings and the Restricted Subsidiaries; (G) the proceeds of which shall be used by Holdings (or any Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to payi) fees and expenses related to any successful or unsuccessful equity issuance or offering or debt offering issuance, incurrence or offering, disposition or acquisition, Investment or other transaction permitted by this Agreement;Agreement and (ii) Public Company Costs; and (viiH) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may shall be utilized by Holdings used for the payment of insurance premiums to make additional the extent attributable to any Parent Entity, the Borrower and its subsidiaries; (viii) Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; andApplied as in effect immediately prior to the time of making of such Restricted Payment so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) the Total Net Leverage Ratio on a Pro Forma Basis is less than or equal to 4.75:1.00, provided that where such Restricted Payment is funded from the Growth Amount, the Total Net Leverage Ratio, on a Pro Forma Basis, is less than or equal to 4.25:1.00; (viiiix) redemptions in whole or in part of any of its Equity Interests for another class of its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Qualified Equity InterestsInterests (and in no event shall such contribution or issuance so utilized increase the Available Amount); 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) [Reserved]; (xi) the Borrower may make Restricted Payments to any Parent Entity to enable such Parent Entity to pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment); (xii) following the consummation of a Public Offering after the Closing Date, the payment of Restricted Payments to any direct Parent Entity of Holdings to fund the payment of regular dividends on such company’s Equity Interests, in an aggregate amount per annum not to exceed 6.0 % per annum of the aggregate amount of proceeds from such Public Offering received by, or contributed to Holdings, the Borrower or any Restricted Subsidiary; (xiii) payments made by Holdings 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 Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) additional Restricted Payments; provided that after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 3.25:1.00 and there is no continuing Event of Default on the date of declaration; (xv) [Reserved]; (xvi) any Restricted Subsidiary may make Restricted Payments to Holdings, the proceeds of which are applied by Holdings to satisfy any payment obligations owing under the Cristal Purchase Agreement; (xvii) [Reserved]; (xviii) Holdings may make Restricted Payments to holders of the common stock of Holdings or any Parent Entity in an amount equal to (a) $40,000,000 per annum plus (b) in any fiscal quarter, up to $0.25 per share for each such fiscal quarter (as such amount shall be appropriately adjusted for any stock, splits, stock dividends, reverse stock splits, stock consolidations and similar transactions provided that the amount permitted to be paid under this clause (xviii) in any fiscal year, or, in the case of clause (b), fiscal quarter may be increased by an amount equal to the difference (if positive) between the permitted amount in a preceding fiscal year or, in the case of clause (b), fiscal quarter and the amount actually used or applied by Holdings during such relevant period; and (xix) additional Restricted Payments; provided that (A) such Restricted Payments shall not exceed the greater of $175,000,000 and 20.0% of Consolidated EBITDA for the most recently ended Test Period and (B) there is no continuing Event of Default on the date of declaration. (b) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any (x) Subordinated Indebtedness, (y) Indebtedness secured by a Lien that is junior to the Lien securing the Secured Obligations or (z) unsecured Indebtedness that is incurred or assumed pursuant to a basket set forth in Section 6.01(a) that requires such Indebtedness to have a maturity or Weighted Average Life to Maturity no shorter or earlier than that of the Term Loans, in each case that constitutes Material Indebtedness (collectively, “Junior FinancingDebt”), 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 such Junior FinancingDebt, in each case, on or any other payment prior to date that occurs earlier than one year prior to the scheduled maturity date thereof (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingcollectively, “Restricted Debt Payments”), except: (i) payment of regularly scheduled interest and principal payments, payments asof fees, in the form of payment expenses and indemnification obligations when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Debt prohibited by the subordination provisions thereof; (ii) refinancings or exchanges of Junior Debt with proceeds of Permitted Refinancing Indebtedness that constitutes the same category of Junior Debt, which matures no earlier than the Junior Debt being refinanced or exchanged, in each case, to the extent such Indebtedness is permitted by to be incurred under Section 6.01; (iii) (1) the conversion of any Junior Financing Debt to or payments with Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; andand (2) mandatory redemptions of Disqualified Equity Interests; (iv) prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Debt prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Debt Payment, so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) the Total Net Leverage Ratio on a Pro Forma Basis is less than or equal to 4.75:1.00, provided that where such Restricted Debt Payment is funded from the Growth Amount, the Total Net Leverage Ratio, on a Pro Forma Basis, is less than or equal to 4.25:1.00; (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings Debt prior to their scheduled maturity in an aggregate amountmaturity; provided that after giving effect to such prepayment, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of redemption, purchase, defeasance or other payment (A) (x) $10,000,000 or (y) if on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 3.75:1.00 as of the end of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus as of such time and (B) there is no continuing Event of Default; (vi) [Reserved] (vii) [Reserved] (viii) payments as part of an applicable high yield discount obligation or AHYDO catch-up payment. (c) Holdings will not, nor will it permit any Restricted Subsidiary to, amend or modify its Organizational Documents or any documentation governing any Junior Debt, in each case if the Available Amount that effect of such amendment or modification (when taken as a whole) is Not Otherwise Appliedmaterially adverse to the Lenders. 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.

Restricted Payments; Certain Payments of Indebtedness. (add) Neither Holdings nor the None of Parent Borrower will, nor or any Subsidiary will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its Equity Interests, in each case ratably to the holders of such Equity Interests (or if not ratably, on a basis more favorable to Parent Borrower or any other Restricted Subsidiaryand the Loan Parties); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the shares of Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsParent; (iii) Parent may repurchase, purchase, acquire, cancel or retire for value Equity Interests of Parent from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of Parent or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or 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 Restricted Payments made on the Effective Date pursuant to consummate the Transactionsthis Section 6.08(a)(iii) shall not exceed $5,000,000 in any fiscal year; (iv) repurchases Parent may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in Parent in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings Parent; (or Restricted Payments by Holdings to allow repurchases v) Parent may acquire Equity Interests of Equity Interest in any direct or indirect parent of Holdings), Parent upon the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants for such Equity Interests of Parent if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeemin connection with tax withholding obligations arising in connection with the exercise of options by, acquire, retire or repurchase its the vesting of restricted Equity Interests (or held by, any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officersdirector, managers, consultants, directors and employees (officer or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) employee of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapSubsidiaries; (vi) Parent may convert or exchange any Intermediate Equity Interests of Parent for or into Qualified Equity Interests of Parent, the ; (vii) Parent Borrower and the Restricted Subsidiaries or any Subsidiary may on any date make Restricted Payments in cash an amount equal to Holdings and the Available Amount on such date; provided, however, that (other than with respect to any Intermediate Parent and, where applicable, Holdings and Restricted Payment made solely using the Starter Basket) at the time of the making of such Intermediate Parent may make Restricted Payments and immediately after giving effect to such Restricted Payments made in cashreliance on this subclause (vii), (x) no Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Net Leverage Ratio on the date of such Restricted Payments, calculated on a Pro Forma Basis to give effect to any such Restricted Payments, is not in excess of the level that is 0.25 to 1.00 less than the then-applicable financial maintenance covenant level set forth in Section 6.13; (Aviii) the proceeds any Subsidiary may repurchase its Equity Interests held by minority shareholders or interest holders in a Permitted Acquisition or another transaction expressly permitted by Section 6.04 (other than Section 6.04(u) (it being understood that for purposes of which Section 6.04, Parent shall be used deemed the purchaser of such Equity Interests and such repurchase shall constitute an Investment by Holdings or any Intermediate Parent to pay its Tax liability 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); (ix) to the relevant jurisdiction in respect of consolidatedextent such Investment constitutes a Restricted Payment, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its SubsidiariesSubsidiaries may enter into any Investment expressly permitted by Section 6.04 (other than Section 6.04(u)); (x) additional Restricted Payments; provided that the Total Net Leverage Ratio immediately after giving effect to any such Restricted Payments Payment, calculated on a Pro Forma Basis at the time such Restricted Payment is made, is not in excess of 2.00 to 1.00; provided, further, that at the time any such Restricted Payment is made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(Bx), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate ; (xi) Parent may make additional pay regularly scheduled quarterly cash dividends to its shareholders consistent with its past practice or any other Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, Payment in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), per annum not to exceed the sum greater of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus 40,000,000 and (B) $1.00 per share of the Available Amount total issued and outstanding shares of common Equity Interests of Parent on the date of the declaration of a Restricted Payment; provided that is Not Otherwise Appliedsuch per share amount shall be adjusted to give effect to any stock split or issuance on account of equity for no consideration effected; and (viiixii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests; provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby. (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other additional Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity Payments in an aggregate amount, when taken together with the aggregate principal amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus (B) the Available Amount that is Not Otherwise Applied55,000,000.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its Equity Interests, in each case ratably to the Parent Borrower holders of such Equity Interests (or any other Restricted Subsidiaryif not ratably, on a basis more favorable to the Company and the Loan Parties); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Company may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the shares of Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsCompany; (iii) the Company may repurchase, purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of the Company or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or 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 Restricted Payments made on the Effective Date pursuant to consummate the Transactionsthis Section 6.08(a)(iii) shall not exceed $5,000,000 in any fiscal year; (iv) repurchases the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings the Company; (or Restricted Payments by Holdings to allow repurchases v) the Company may acquire Equity Interests of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur Company upon the exercise of stock options or warrants for such Equity Interests of the Company if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeemin connection with tax withholding obligations arising in connection with the exercise of options by, acquire, retire or repurchase its the vesting of restricted Equity Interests (or held by, any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officersdirector, managers, consultants, directors and employees (officer or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) employee of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower Company or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapSubsidiaries; (vi) the Company may convert or exchange any Intermediate Parent, Equity Interests of the Parent Borrower and Company for or into Qualified Equity Interests of the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cashCompany; (Avii) any Receivables Entity may declare and pay dividends or other distributions to the proceeds Company or any wholly owned Subsidiary thereof; (viii) after the end of which the Suspension Period, any Subsidiary may repurchase its Equity Interests held by minority shareholders or interest holders in a Permitted Acquisition or another transaction expressly permitted by Section 6.04 (other than Section 6.04(u) (it being understood that for purposes of Section 6.04, the Company shall be used deemed the purchaser of such Equity Interests and such repurchase shall constitute an Investment by Holdings or any Intermediate Parent to pay its Tax liability the Company 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); (ix) to the relevant jurisdiction in respect of consolidatedextent such Investment constitutes a Restricted Payment, combined, unitary or affiliated returns attributable to the income Company and its Subsidiaries may enter into any Investment expressly permitted by Section 6.04 (other than Section 6.04(u)); (x) after the end of the Parent Borrower and its SubsidiariesSuspension Period, additional Restricted Payments; provided that the Total Net Leverage Ratio immediately after giving effect to any such Restricted Payments Payment, calculated on a Pro Forma Basis at the time such Restricted Payment is made, is not in excess of 2.75 to 1.00; provided, further, that at the time any such Restricted Payment is made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(Bx), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom; (xi) unless the Company has delivered a notice to the Administrative Agent electing to permanently terminate the availability of this Section 6.08(a)(xi) (a “Notice of Dividend Cancellation”), the Parent Borrower and Company may pay regularly scheduled quarterly cash dividends to its shareholders consistent with its past practice or any Intermediate Parent may make additional other Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, Payment in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), per annum not to exceed the sum greater of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus 50,000,000 and (B) $1.00 per share of the Available Amount total issued and outstanding shares of common Equity Interests of the Company on the date of the declaration of a Restricted Payment; provided that is Not Otherwise Appliedsuch per share amount shall be adjusted to give effect to any stock split or issuance on account of equity for no consideration effected; and (viiixii) redemptions after the end of the Suspension Period, additional Restricted Payments 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 an aggregate principal amount not to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyexceed $75,000,000. (b) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on (i) any Junior FinancingSubordinated Indebtedness that is subordinated to the payment of the Obligations or (ii) other Indebtedness that is required pursuant to the Loan Documents to not mature later than the Latest Maturity Date at the time of incurrence thereof (Indebtedness described in the foregoing clauses (i) and (ii), “Restricted 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 Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingsuch Restricted Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any such Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of such 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 such Indebtedness made solely with Qualified Equity Interests in the Company or the conversion of any Junior Financing to such Indebtedness into Qualified Equity Interests of the Company; (iv) prepayments of intercompany Indebtedness permitted hereby owed by the Company or any Subsidiary to the Company or any Subsidiary, other than Disqualified Equity Interestsprepayments prohibited by the subordination provisions governing such Indebtedness; (v) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent[Intentionally Omitted]; and (ivvi) prepayments, redemptions, purchases, defeasances and other the Company may on any date make payments of or in respect of Junior Financings prior to their scheduled maturity any such Indebtedness in an aggregate unlimited amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if ; provided that the Total Net Leverage Ratio as immediately after giving effect to any such payment, calculated on a Pro Forma Basis at the time such payment is made, is not in excess of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 2.75 to 1.00; provided, $20,000,000 plus further, that at the time any such payment is made pursuant to this clause (B) the Available Amount that is Not Otherwise Appliedvi), no Event of Default shall have occurred and be continuing or would result therefrom.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its Equity Interests, in each case ratably to the Parent Borrower holders of such Equity Interests (or any other Restricted Subsidiaryif not ratably, on a basis more favorable to the Company and the Loan Parties); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Company may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the shares of Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsCompany; (iii) the Company may repurchase, purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of the Company or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or 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 Restricted Payments made on the Effective Date pursuant to consummate the Transactionsthis Section 6.08(a)(iii) shall not exceed $5,000,000 in any fiscal year; (iv) repurchases the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings the Company; (or Restricted Payments by Holdings to allow repurchases v) the Company may acquire Equity Interests of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur Company upon the exercise of stock options or warrants for such Equity Interests of the Company if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeemin connection with tax withholding obligations arising in connection with the exercise of options by, acquire, retire or repurchase its the vesting of restricted Equity Interests (or held by, any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officersdirector, managers, consultants, directors and employees (officer or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) employee of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower Company or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapSubsidiaries; (vi) the Company may convert or exchange any Intermediate Parent, Equity Interests of the Parent Borrower and Company for or into Qualified Equity Interests of the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cashCompany; (Avii) any Receivables Entity may declare and pay dividends or other distributions to the proceeds Company or any wholly owned Subsidiary thereof; (viii) any Subsidiary may repurchase its Equity Interests held by minority shareholders or interest holders in a Permitted Acquisition or another transaction expressly permitted by Section 6.04 (other than Section 6.04(u)) (it being understood that for purposes of which Section 6.04, the Company shall be used deemed the purchaser of such Equity Interests and such repurchase shall constitute an Investment by Holdings or any Intermediate Parent to pay its Tax liability the Company 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); (ix) to the relevant jurisdiction in respect of consolidatedextent such Investment constitutes a Restricted Payment, combined, unitary or affiliated returns attributable to the income of the Parent Borrower Company and its SubsidiariesSubsidiaries may enter into any Investment expressly permitted by Section 6.04 (other than Section 6.04(u)); (x) additional Restricted Payments; provided that the Total Net Leverage Ratio immediately after giving effect to any such Restricted Payments Payment, calculated on a Pro Forma Basis at the time such Restricted Payment is made, is not in excess of 3.00 to 1.00; provided, further, that at the time any such Restricted Payment is made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(Bx), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, ; (xi) the Parent Borrower and Company may pay regularly scheduled quarterly cash dividends to its shareholders consistent with its past practice or any Intermediate Parent may make additional other Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, Payment in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), per annum not to exceed the sum greater of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus 50,000,000 and (B) $1.00 per share of the Available Amount total issued and outstanding shares of common Equity Interests of the Company on the date of the declaration of a Restricted Payment; provided that is Not Otherwise Appliedsuch per share amount shall be adjusted to give effect to any stock split or issuance on account of equity for no consideration effected; and (viiixii) redemptions additional Restricted Payments 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 an aggregate principal amount not to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebyexceed $75,000,000. (b) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on (i) any Junior FinancingSubordinated Indebtedness that is subordinated to the payment of the Obligations or (ii) other Indebtedness that is required pursuant to the Loan Documents to not mature later than the Latest Maturity Date at the time of incurrence thereof (Indebtedness described in the foregoing clauses (i) and (ii), “Restricted 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 Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingsuch Restricted Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any such Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of such 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 such Indebtedness made solely with Qualified Equity Interests in the Company or the conversion of any Junior Financing to such Indebtedness into Qualified Equity Interests of the Company; (iv) prepayments of intercompany Indebtedness permitted hereby owed by the Company or any Subsidiary to the Company or any Subsidiary, other than Disqualified Equity Interestsprepayments prohibited by the subordination provisions governing such Indebtedness; (v) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent[Intentionally Omitted]; and (ivvi) prepayments, redemptions, purchases, defeasances and other the Company may on any date make payments of or in respect of Junior Financings prior to their scheduled maturity any such Indebtedness in an aggregate unlimited amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if ; provided that the Total Net Leverage Ratio as immediately after giving effect to any such payment, calculated on a Pro Forma Basis at the time such payment is made, is not in excess of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 3.00 to 1.00; provided, $20,000,000 plus further, that at the time any such payment is made pursuant to this clause (B) the Available Amount that is Not Otherwise Appliedvi), no Event of Default shall have occurred and be continuing or would result therefrom.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Intermediate Parent or Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, except: (i) (A) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other wholly-owned Subsidiary of the Borrower that is a Loan Party and (B) each Restricted SubsidiarySubsidiary that is not a Loan Party may make Restricted Payments to any other wholly-owned Restricted Subsidiary that is not a Loan Party in the ordinary course of business and consistent with past practice; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary [reserved]; (iii) Holdings may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the TransactionsHoldings; (iv) [reserved]; (v) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary ) deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (vvi) Restricted Payments to made by Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants options, warrants, restricted stock units or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by future, current or former officers, managers, consultants, directors and employees (or their respective affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an agreement; provided that the aggregate amount of Restricted Payments permitted by this clause (vi) after the Effective Date, together with the aggregate amount of loans and advances by Holdings, the Borrower or any Restricted Subsidiary to any parent of Holdings made pursuant to Section 6.04(l6.04(m) in lieu thereof, shall not exceed (A) $2,000,000) for the most recently ended Test Period after giving Pro Forma Effect to the making of such Restricted Payments permitted by this clause (v), not to exceed $7,500,000 Payment in any calendar fiscal year subject to maximum of $50,000,000 the Borrower and (B) the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar fiscal year may be increased by an amount not equal to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its the Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer any unused portion of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) preceding basket calculated pursuant to the foregoing provisions shall not clauses (A) and (B) above for any fiscal year may be subject carried forward to the foregoing annual cap next two succeeding fiscal years but shall be permitted in an amount any event not to exceed the Total Repurchase Capan aggregate of $5,000,000 in any fiscal year; (vivii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash;: (A) to allow any direct or indirect parent of Holdings to pay, for any taxable period for which Holdings and/or any of its Subsidiaries are members of a consolidated, combined or unitary tax group for U.S. federal and/or applicable state, local or foreign income Tax (or any similar Tax imposed in lieu of an income tax) for the proceeds purposes of which shall be used a direct or indirect parent of Holdings is the common parent or applicable taxpayer (a “Tax Group”), the portion of any U.S. federal, state, local or foreign Taxes (as applicable) of such Tax Group for such taxable period that is attributable to Holdings and/or its Subsidiaries or such parent’s or applicable taxpayer’s ownership of Holdings and/or its Subsidiaries (net of any payments already made by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries); provided that Restricted Payments made pursuant to this clause (a)(vi)(Aa)(vii)(A) shall not exceed the Tax liability that the Parent Borrower Holdings and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone standalone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) pay (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including travel, administrative, legal, accounting accounting, audit and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of businessbusiness and attributable to the ownership of Holdings and its Subsidiaries, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l(2) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of any direct or indirect parent of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries, (23) fees and expenses (x) due and payable by any of the Borrower and the Restricted Subsidiaries and (y) otherwise permitted to be paid by such the Borrower and the Restricted Subsidiary Subsidiaries under this Agreement and Agreement, (34) amounts due and payable pursuant to the Investor Management Agreement payments that would otherwise be permitted to be paid directly by the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(iv)6.09(iii) or (5) subject to there being no continuing Event of Default, (I) payments that would otherwise be permitted to be paid directly by Holdings, the Intermediate Parents, the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(x) or (II) to the extent permitted by Section 6.09, other customary advisory, refinancing, subsequent transaction and exit fees and franchise, registration or similar Taxes payable by any direct or indirect parent of Holdings that are attributable to the ownership of Holdings and its Subsidiaries, in each case, in accordance with the Approved Budget; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) pay franchise Taxes and similar Taxes, and other fees, Taxes, fees and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v)[reserved]; (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof of Holdings to pay) fees and expenses related to any equity or debt offering make payments of the type permitted by this AgreementSection 6.08(a)(vi); (viiF) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, [reserved]; (G) the proceeds of which may shall be utilized by used to pay customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of Holdings to make additional the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings DebtSubsidiaries, in an aggregate amounteach case, when taken together in accordance with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise AppliedApproved Budget; and (H) [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 Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby.; (x) payments made or expected to be 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 or any Permitted Acquisition (or other similar Investment) and (b) 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; (xii) [reserved;] (xiii) payments made or expected to be made by Holdings (or any parent thereof) in respect of withholding or similar taxes payable upon exercise of Equity Interests of Holdings (or such parent) by any future, present or former employee, director, officer, manager or consultant of Holdings, any Intermediate Parent, the Borrower or any of its Restricted Subsidiaries (or their respective controlled Affiliates or Immediate Family Members) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests of Holdings (or such parent) represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) [reserved]; and (xv) [reserved]; (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, to make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other assets or property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment Financing (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, “Restricted Debt Payments”), except: (i) payment of regularly scheduled interest and principal payments (including any required AHYDO catch-up payment) as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness with proceeds of a Junior Financing, or, other than in the case of Indebtedness subordinated in right of payment to the extent Loan Documents, unsecured Indebtedness, in each case, permitted by to be incurred under Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; (iv) [reserved]; and (ivv) prepayments[reserved]. (c) Neither Holdings nor the Borrower will, redemptionsnor will they permit any Restricted Subsidiary or Intermediate Parent to, purchasesamend or modify any documentation governing any Junior Financing, defeasances and other payments in respect each case (i) if the effect of Junior Financings prior to their scheduled maturity in an aggregate amount, such amendment or modification (when taken together with as a whole): (A) is materially adverse to the aggregate Lenders in their capacity as such; (B) more disadvantageous to the Lenders than the relevant transaction in existence on the Effective Date; (C) increases the amount of cash pay interest with respect thereto (1including (x) Restricted Payments made pursuant to Section 6.08(a)(viiincreases in the interest rate, increases to applicable floors, or increases to credit spread adjustments, (y) and through payment of cash fees or (2z) loans and advances through modification of any tests required to Holdings made pursuant be satisfied in order to Section 6.04(l) in lieu require the payment of Restricted Payments permitted by cash interest); provided that, for the avoidance of doubt, this clause (iviii) shall not apply with regard to exceed any payment-in-kind interest; (D) causes such indebtedness to mature earlier than (or have a Weighted Average Life to Maturity earlier than) the sum Loans; (E) adds, increases the amount, or increases the frequency of any amortization schedule or mandatory prepayments; (AF) (x) $10,000,000 adds any covenant, condition, default, event of default, or (y) if any other term that is materially adverse to the Total Net Leverage Ratio Borrower relative to such terms as of the most recently ended Test Period for which financial statements have been delivered is equal to Effective Date (including any restrictions on paying the Loans or less than 2.50 to 1.00, $20,000,000 plus otherwise performing its obligations under this Agreement); or (BG) the Available Amount adds any guarantor or collateral that is Not Otherwise Appliednot a Guarantor or Collateral, as applicable, under the Loan Documents. (ii) in violation of any Intercreditor Agreement, or any intercreditor agreement related to such debt entered into with the Administrative Agent and/or changes the subordination terms set forth in the definitive documentation governing any Junior Financing.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor and the Parent Borrower willwill not, nor will they permit any Restricted Subsidiary or Intermediate Parent to to, pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower Holdings or any other Restricted Subsidiary; Subsidiary (ii) Holdingsand, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerSubsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (ii) to the extent constituting a Restricted Payment, Holdings and the Borrower may consummate any transaction permitted by Section 6.03 (other than clause (i) thereof) and Section 6.04 (other than Section 6.04(n), (q), (t) and (u)); (iii) Holdings and the Restricted Subsidiaries may make Restricted Payments made on the Effective Date to consummate the Transactionsin connection with any Permitted Receivables Financing; (iv) [reserved]; (v) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrantswarrants or other incentive interests; (vvi) Restricted Payments to Holdings which Holdings and the Borrower may use to redeem, acquire, retire retire, repurchase, or repurchase its make distributions with respect to, their Equity Interests (or any options or warrants or options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officers, managers, consultants, directors and employees directors, employees, independent contractors or other service providers (or their respective spouses, former spouses, domestic partners, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower CEH and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, profits interest plan, restricted stock award agreements, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Dateagreement; provided that, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), vi) after the Effective Date shall not to exceed $7,500,000 15,000,000 in any calendar fiscal year with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount 25,000,000 in any calendar fiscal year may be increased by an amount not to exceed the plus all net cash proceeds of key obtained from any key-man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower during such fiscal year (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant without giving effect to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Capfollowing proviso); (vivii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries Holdings may make Restricted Payments in cash to Holdings and any Intermediate Parent andEntity, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by such Parent Entity to pay or finance: (A) its Taxes or Taxes of Holdings, any Subsidiary or any group that includes Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of Subsidiary and that files Taxes on a consolidated, combined, affiliated, unitary or affiliated returns similar basis, in each case attributable to the taxable income of Holdings and the Parent Borrower Subsidiaries, and its Subsidiariescomputed at the highest applicable combined federal, state, and local marginal tax rate net of any payment already made by Holdings in respect of such Taxes; provided that Restricted Payments made pursuant to this clause (a)(vi)(Avii) shall not exceed the Tax liability amount of Taxes that the Parent Borrower and/or its Subsidiaries (as applicable) Holdings would have incurred were such Taxes determined as paid if such entity(ies) Holdings and the Subsidiaries were a stand-alone taxpayer or a stand-alone tax group; and provided, further, provided further that a Restricted Payments Payment under this clause (Avii) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower Holdings may be made only to the extent that (1) such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower Holdings or its any Restricted Subsidiaries;Subsidiary or (2) such Restricted Payment constitutes an Investment permitted by Section 6.04; or (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business franchise and similar Taxes, and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate organizational existence; (Dviii) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this Agreement; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00Restricted Payment Amount at such time, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; andApplied as in effect immediately prior to the time of making of such Restricted Payment so long as, with respect to this clause (B), (i) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (ii) after giving effect to such action on a Pro Forma Basis, the First Lien Net Leverage Ratio does not exceed the level that is 0.25x below the First Lien Net Leverage Ratio required by the Financial Maintenance Covenant as in effect for the most recent Test Period, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Payment; (viiiix) 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 InterestsInterests (and in no event shall such contribution or issuance so utilized increase the Available Equity Amount); 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) the Borrower may make Restricted Payments to (A) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment) and (B) 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; (xii) Restricted Payments to fund the payment of regular dividends on Holdings’ Equity Interests, in an aggregate amount not to exceed 6.0% per annum of the aggregate amount of proceeds from any public offering received by, or contributed to, Holdings or any Restricted Subsidiary on or following the date of this Agreement; provided that on the date of declaration of any such dividend, after giving effect to such dividend, there is no continuing Event of Default; (xiii) payments made by Holdings 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 Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) additional unlimited Restricted Payments; provided that after giving effect to such Restricted Payment (A) on a Pro Forma Basis, the First Lien Net Leverage Ratio is no greater than 2.00:1.00 and (B) there is no continuing Event of Default; (xv) Restricted Payments constituting or otherwise made in connection with or relating to any Tax Restructuring; (xvi) [reserved]; and (xvii) the distribution, by dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to Holdings or any Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are Cash Equivalents). (b) Neither Holdings nor and the Parent Borrower willwill not, nor will they permit any other Restricted Subsidiary to, make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on (x) any Junior FinancingSubordinated Indebtedness or (y) Indebtedness which is unsecured or secured on a junior basis to the Liens securing the Secured Obligations, in the case of each of (x) and (y), that constitutes Material Indebtedness (“Restricted Debt”), or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financingsuch Restricted Debt, in each case, on or any other payment prior to date that occurs earlier than one year prior to the scheduled maturity date thereof (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingcollectively, “Restricted Debt Payments”), except: (i) payment of regularly scheduled interest and principal payments, payments asof fees, in the form of payment expenses and indemnification obligations when due in respect of any Indebtedness, other than payments in respect of any Junior Financing Restricted Debt prohibited by the subordination provisions thereof; (ii) (1) refinancings or exchanges of Restricted Debt with proceeds of Permitted Refinancing Indebtedness or other Restricted Debt, which matures no earlier than the Restricted Debt being refinanced or exchanged, in each case, to the extent such Indebtedness is permitted by to be incurred under Section 6.016.01 and (2) refinancings of Restricted Debt assumed in accordance with Section 6.01(a)(vii) in connection with a Permitted Acquisition or similar Investment permitted under this Agreement; (iii) (1) the conversion of any Junior Financing Restricted Debt to or payments with Equity Interests (other than Disqualified Equity Interests) of Holdings or any and (2) mandatory redemptions of its direct or indirect parent companies or any Intermediate Parent; andDisqualified Equity Interests); (iv) prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Financings Restricted Debt prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (AA)(i) the Restricted Debt Payment Amount that the Borrower elects to apply pursuant to this clause (xi), plus (ii) $10,000,000 or (y) an amount not to exceed the portion, if the Total Net Leverage Ratio as any, of the most recently ended Test Period for which financial statements have been delivered is equal Restricted Payment Amount that the Borrower elects to or less than 2.50 apply pursuant to 1.00this clause (ii), $20,000,000 plus (B) the Available Amount that is Not Otherwise AppliedApplied as in effect immediately prior to the time of making of such Restricted Debt Payment, so long as, with respect to this clause (B), (i) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (ii) after giving effect to such action on a Pro Forma Basis, the First Lien Net Leverage Ratio does not exceed the level that is 0.25x below the First Lien Net Leverage Ratio required by the Financial Maintenance Covenant as in effect for the most recent Test Period, plus (C) the Available Equity Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Debt Payment; (v) additional unlimited prepayments, redemptions, purchases, defeasances and other payments in respect of Restricted Debt prior to their scheduled maturity; provided that, after giving effect to such prepayment, redemption, purchase, defeasance or other payment (A) on a Pro Forma Basis, the First Lien Net Leverage Ratio does not exceed 2.25:1.00 and (B) there is no continuing Event of Default; (vi) [reserved]; (vii) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Indebtedness that is permitted under Section 6.01; and (viii) payments as part of an applicable high yield discount obligation or AHYDO catch-up payment. (c) Holdings and the Borrower will not, nor will they permit any Restricted Subsidiary to, amend or modify any documentation governing any Restricted Debt, in each case if the effect of such amendment or modification (when taken as a whole) is materially adverse to the Lenders. 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.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower will, nor will they permit any Intermediate Parent or Restricted Subsidiary or Intermediate Parent to pay or make, directly or indirectly, any Restricted Payment, except: (i) (A) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower or any other wholly-owned Subsidiary of the Borrower that is a Loan Party and (B) each Restricted SubsidiarySubsidiary that is not a Loan Party may make Restricted Payments to any other wholly-owned Restricted Subsidiary that is not a Loan Party in the ordinary course of business and consistent with past practice; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary [reserved]; (iii) Holdings may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests; (iii) Restricted Payments made on the Effective Date to consummate the TransactionsHoldings; (iv) [reserved]; (v) repurchases of Equity Interests in Holdings (or Restricted Payments by Holdings to allow repurchases of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary ) deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (vvi) Restricted Payments to made by Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants options, warrants, restricted stock units or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by future, current or former officers, managers, consultants, directors and employees (or their respective affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an agreement; provided that the aggregate amount of Restricted Payments permitted by this clause (vi) after the Effective Date, together with the aggregate amount of loans and advances by Holdings, the Borrower or any Restricted Subsidiary to any parent of Holdings made pursuant to Section 6.04(l6.04(m) in lieu of Restricted Payments permitted by this clause (v)thereof, shall not to exceed $7,500,000 1,000,000 in any calendar year subject to maximum the aggregate during the term of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Capthis Agreement; (vivii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash;: (A) to allow any direct or indirect parent of Holdings to pay, for any taxable period for which Holdings and/or any of its Subsidiaries are members of a consolidated, combined or unitary tax group for U.S. federal and/or applicable state, local or foreign income Tax (or any similar Tax imposed in lieu of an income tax) for the proceeds purposes of which shall be used a direct or indirect parent of Holdings is the common parent or applicable taxpayer (a “Tax Group”), the portion of any U.S. federal, state, local or foreign Taxes (as applicable) of such Tax Group for such taxable period that is attributable to Holdings and/or its Subsidiaries or such parent’s or applicable taxpayer’s ownership of Holdings and/or its Subsidiaries (net of any payments already made by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiaries); provided that Restricted Payments made pursuant to this clause (a)(vi)(Aa)(vii)(A) shall not exceed the Tax liability that the Parent Borrower Holdings and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone standalone taxpayer or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) pay (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including travel, administrative, legal, accounting accounting, audit and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of businessbusiness and attributable to the ownership of Holdings and its Subsidiaries, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l(2) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of any direct or indirect parent of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings Holdings, the Intermediate Parents, the Borrower and the Restricted Subsidiaries, (23) fees and expenses (x) due and payable by any of the Borrower and the Restricted Subsidiaries and (y) otherwise permitted to be paid by such the Borrower and the Restricted Subsidiary Subsidiaries under this Agreement and Agreement, (34) amounts due and payable pursuant to the Investor Management Agreement payments that would otherwise be permitted to be paid directly by the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(iv)6.09(iii) or (5) subject to there being no continuing Event of Default, (I) payments that would otherwise be permitted to be paid directly by Holdings, the Intermediate Parents, the Borrower or the Restricted Subsidiaries pursuant to Section 6.09(x) or (II) to the extent permitted by Section 6.09, other customary advisory, refinancing, subsequent transaction and exit fees and franchise, registration or similar Taxes payable by any direct or indirect parent of Holdings that are attributable to the ownership of Holdings and its Subsidiaries, in each case, in accordance with the Approved Budget; (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) pay franchise Taxes and similar Taxes, and other fees, Taxes, fees and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v)[reserved]; (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof of Holdings to pay) fees and expenses related to any equity or debt offering make payments of the type permitted by this AgreementSection 6.08(a)(vi); (viiF) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, [reserved]; (G) the proceeds of which may shall be utilized by used to pay customary salary, bonus and other benefits payable to officers and employees of any direct or indirect parent company of Holdings to make additional the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings DebtSubsidiaries, in an aggregate amounteach case, when taken together in accordance with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise AppliedApproved Budget; and (H) [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 Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby.; (x) payments made or expected to be 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) 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; (xii) [reserved;] (xiii) payments made or expected to be made by Holdings (or any parent thereof) in respect of withholding or similar taxes payable upon exercise of Equity Interests of Holdings (or such parent) by any future, present or former employee, director, officer, manager or consultant of Holdings, any Intermediate Parent, the Borrower or any of its Restricted Subsidiaries (or their respective controlled Affiliates or Immediate Family Members) and any repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests of Holdings (or such parent) represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) [reserved]; and (xv) [reserved]; (b) Neither Holdings nor the Parent Borrower will, nor will they permit any other Restricted Subsidiary to, to make or agree to pay or makepay, directly or indirectly, any payment or other distribution (whether in cash, securities or other assets or property) of or in respect of principal of or interest on any Junior Financing, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Junior Financing, or any other payment Financing (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoing, “Restricted Debt Payments”), except: (i) payment of regularly scheduled interest and principal payments (including any required AHYDO catch-up payment) as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of Indebtedness with proceeds of a Junior Financing, or, other than in the case of Indebtedness subordinated in right of payment to the extent Loan Documents, unsecured Indebtedness, in each case, permitted by to be incurred under Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; (iv) [reserved]; and (ivv) prepayments[reserved]. (c) Neither Holdings nor the Borrower will, redemptionsnor will they permit any Restricted Subsidiary or Intermediate Parent to, purchasesamend or modify any documentation governing any Junior Financing, defeasances and other payments in respect each case (i) if the effect of Junior Financings prior to their scheduled maturity in an aggregate amount, such amendment or modification (when taken together with as a whole): (A) is materially adverse to the aggregate Lenders in their capacity as such; (B) more disadvantageous to the Lenders than the relevant transaction in existence on the Effective Date; (C) increases the amount of cash pay interest with respect thereto (1including (x) Restricted Payments made pursuant to Section 6.08(a)(viiincreases in the interest rate, increases to applicable floors, or increases to credit spread adjustments, (y) and through payment of cash fees or (2z) loans and advances through modification of any tests required to Holdings made pursuant be satisfied in order to Section 6.04(l) in lieu require the payment of Restricted Payments permitted by cash interest); provided that, for the avoidance of doubt, this clause (iviii) shall not apply with regard to exceed any payment-in-kind interest; (D) causes such indebtedness to mature earlier than (or have a Weighted Average Life to Maturity earlier than) the sum Loans; (E) adds, increases the amount, or increases the frequency of any amortization schedule or mandatory prepayments; (AF) (x) $10,000,000 adds any covenant, condition, default, event of default, or (y) if any other term that is materially adverse to the Total Net Leverage Ratio Borrower relative to such terms as of the most recently ended Test Period for which financial statements have been delivered is equal to Effective Date (including any restrictions on paying the Loans or less than 2.50 to 1.00, $20,000,000 plus otherwise performing its obligations under this Agreement); or (BG) the Available Amount adds any guarantor or collateral that is Not Otherwise Appliednot a Guarantor or Collateral, as applicable, under the Loan Documents. (ii) in violation of the Forbearance Agreement or any intercreditor agreement related to such debt entered into with the Administrative Agent and/or changes the subordination terms set forth in the definitive documentation governing any Junior Financing.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its Equity Interests, in each case ratably to the Parent Borrower holders of such Equity Interests (or any other Restricted Subsidiaryif not ratably, on a basis more favorable to the Company and the Loan Parties); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Company may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the shares of Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsCompany; (iii) the Company may repurchase, purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of the Company or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or 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 Restricted Payments made on the Effective Date pursuant to consummate the Transactionsthis Section 6.08(a)(iii) shall not exceed $5,000,000 in any fiscal year; (iv) repurchases the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings the Company; (or Restricted Payments by Holdings to allow repurchases v) the Company may acquire Equity Interests of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur Company upon the exercise of stock options or warrants for such Equity Interests of the Company if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeemin connection with tax withholding obligations arising in connection with the exercise of options by, acquire, retire or repurchase its the vesting of restricted Equity Interests (or held by, any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officersdirector, managers, consultants, directors and employees (officer or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) employee of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower Company or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapSubsidiaries; (vi) the Company may convert or exchange any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income Equity Interests of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer Company for or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries into Qualified Equity Interests of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this AgreementCompany; (vii) in addition to the foregoing Restricted Payments and so long as no Event Default shall have occurred and be continuing, the Company may on any date make Restricted Payments in an amount not in excess of the amount of Qualifying Equity Proceeds available on such date and not previously applied to Specified Uses; (viii) so long as no Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and Company may on any Intermediate Parent may date make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may be utilized by Holdings to make additional Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 (A)$15,000,000 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 Restricted Payments made in reliance on subclause (viii)(B), the Leverage Ratio on such date, calculated on a Pro Forma Basis to give effect to any such Restricted Payment, is not in excess of 2.00 to 1.00; (ix) 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 (x) (it being understood that for purposes of Section 6.04, the Borrower shall be deemed the purchaser of such Equity Interests and such repurchase shall constitute an Investment by the Borrower in a Person that is Not Otherwise Appliednot a Subsidiary in the amount of such purchase unless such Subsidiary becomes a Loan Party in connection with such repurchase); (x) so long as, at the date of declaration thereof, no Default shall have occurred and be continuing or would result therefrom, the Company may repurchase or redeem its Equity Interests from its equity holders in an amount not to exceed $5,000,000; and (viiixi) redemptions in whole or in part the Company may make Restricted Payments within 60 days after the date of any declaration thereof, if at the date of its Equity Interests for declaration of such Restricted Payments, such Restricted Payments would have been permitted pursuant to another class clause 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 therebythis Section 6.08(a). (b) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingSubordinated Indebtedness that is required pursuant to Section 6.01 to be subordinated to the payment of the Obligations, 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 Junior Financing, or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingsuch Subordinated Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any such Subordinated Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; ; (ii) refinancings of such Subordinated Indebtedness to with the extent proceeds of Refinancing Indebtedness permitted by in respect thereof under Section 6.01; (iii) the conversion of any Junior Financing to Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; and (iv) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings prior to their scheduled maturity in an aggregate amount, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus (B) the Available Amount that is Not Otherwise Applied.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any Restricted Subsidiary or Intermediate Parent to pay declare or make, directly or indirectly, any Restricted Payment, exceptor incur any obligation (contingent or otherwise) to do so, except that: (i) each Restricted any Subsidiary may declare and pay dividends or make Restricted Payments other distributions with respect to its Equity Interests, in each case ratably to the Parent Borrower holders of such Equity Interests (or any other Restricted Subsidiaryif not ratably, on a basis more favorable to the Company and the Loan Parties); (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary Company may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in the shares of Qualified Equity Interests of such Person; provided that in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent Borrower, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity InterestsCompany; (iii) the Company may repurchase, purchase, acquire, cancel or retire for value Equity Interests of the Company from present or former employees, officers, directors or consultants (or their estates or beneficiaries under their estates) of the Company or any Subsidiary upon the death, disability, retirement or termination of employment or service of such employees, officers, directors or consultants, or 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 Restricted Payments made on the Effective Date pursuant to consummate the Transactionsthis Section 6.08(a)(iii) shall not exceed $5,000,000 in any fiscal year; (iv) repurchases the Company may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Company in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in Holdings the Company; (or Restricted Payments by Holdings to allow repurchases v) the Company may acquire Equity Interests of Equity Interest in any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary deemed to occur Company upon the exercise of stock options or warrants for such Equity Interests of the Company if such Equity Interests represent a portion of the exercise price of such stock options or warrants; (v) Restricted Payments to Holdings which Holdings may use to redeemin connection with tax withholding obligations arising in connection with the exercise of options by, acquire, retire or repurchase its the vesting of restricted Equity Interests (or held by, any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies to so redeem, retire, acquire or repurchase their Equity Interests) held by current or former officersdirector, managers, consultants, directors and employees (officer or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) employee of Holdings (or any direct or indirect parent thereof), the Parent Borrower and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Date, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v), not to exceed $7,500,000 in any calendar year subject to maximum of $50,000,000 (the “Total Repurchase Cap”) prior to the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Parent Borrower Company or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase CapSubsidiaries; (vi) the Company may convert or exchange any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash; (A) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns attributable to the income Equity Interests of the Parent Borrower and its Subsidiaries; provided that Restricted Payments made pursuant to this clause (a)(vi)(A) shall not exceed the Tax liability that the Parent Borrower and/or its Subsidiaries (as applicable) would have incurred were such Taxes determined as if such entity(ies) were a stand-alone taxpayer Company for or a stand-alone group; and provided, further, that Restricted Payments under this clause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries into Qualified Equity Interests of the Parent Borrower may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower or its Restricted Subsidiaries; (B) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses payable to third parties) that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Holdings (or any parent thereof or any Intermediate Parent) attributable to the ownership or operations of Holdings and the Restricted Subsidiaries, (2) fees and expenses (x) due and payable by any of the Restricted Subsidiaries and (y) otherwise permitted to be paid by such Restricted Subsidiary under this Agreement and (3) amounts due and payable pursuant to the Investor Management Agreement permitted to be paid pursuant to Section 6.09(iv); (C) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, Taxes, and expenses, required to maintain its corporate existence; (D) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) to finance any Investment permitted to be made pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) other than with respect to a Storage Investment, Holdings or any Intermediate Parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the Person formed or acquired to merge into or consolidate with the Parent Borrower or any of the Restricted Subsidiaries to the extent such merger or consolidation is permitted in Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 and 5.12; and (F) the proceeds of which shall be used by Holdings or any Intermediate Parent to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to pay) fees and expenses related to any equity or debt offering permitted by this AgreementCompany; (vii) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and Company or any Intermediate Parent Subsidiary may on any date make additional Restricted Payments in an amount equal to any Intermediate Parent and Holdingsthe Available Amount on such date; provided, however, that at the proceeds time of which may be utilized by Holdings to make additional the making of such Restricted Payments or by Holdings or by any Intermediate Parent and immediately after giving effect to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of such Restricted Payments permitted by made in reliance on this clause subclause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as on such date, calculated on a Pro Forma Basis to give effect to any such Restricted Payment, is not in excess of the most recently ended Test Period for which financial statements have been delivered level that is equal 0.25 to or 1.00 less than 2.50 to 1.00the then applicable financial maintenance covenant level set forth in Section 6.13(a); (viii) any Subsidiary may repurchase its Equity Interests held by minority shareholders or interest holders in a Permitted Acquisition or another transaction expressly permitted by Section 6.04 (other than Section 6.04(u) (it being understood that for purposes of Section 6.04, $25,000,000 plus (B) the Available Amount Company shall be deemed the purchaser of such Equity Interests and such repurchase shall constitute an Investment by the Company in a Person that is Not Otherwise Appliednot a Subsidiary in the amount of such purchase unless such Subsidiary becomes a Loan Party in connection with such repurchase); (ix) to the extent constituting a Restricted Payment, the Company and its Subsidiaries may enter into any Investment expressly permitted by Section 6.04 (other than Section 6.04(u)); and (viiix) 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 Interestsadditional Restricted Payments; provided that the Total Net Leverage Ratio immediately after giving effect to any such new Equity Interests contain terms Restricted Payment, calculated on a Pro Forma Basis at the time such Restricted Payment is made, is less than 2.00 to 1.00; provided, further, that at the time any such Restricted Payment is made pursuant to this clause (x), no Default shall have occurred and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed therebybe continuing or would result therefrom. (b) Neither Holdings nor None of the Parent Borrower will, nor Company or any Subsidiary will they permit any other Restricted Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingPermitted Unsecured Refinancing Indebtedness, unsecured Indebtedness incurred pursuant to Section 6.01(h) or Subordinated Indebtedness that is required pursuant to Section 6.01 to be subordinated to the payment of the Obligations, 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 Junior Financing, such unsecured Indebtedness or any other payment (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingSubordinated Indebtedness, except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment as and when due in respect of any such Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof; (ii) refinancings of such 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 such Indebtedness made solely with Qualified Equity Interests in the Company or the conversion of any Junior Financing to such Indebtedness into Qualified Equity Interests (other than Disqualified Equity Interests) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; andthe Company; (iv) prepaymentsprepayments of intercompany Indebtedness permitted hereby owed by the Company or any Subsidiary to the Company or any Subsidiary, redemptionsother than prepayments prohibited by the subordination provisions governing such Indebtedness; provided that, purchasesfor the avoidance of doubt, defeasances no prepayment of any Indebtedness owed by any Loan Party to any Subsidiary that is not a Loan Party shall be permitted so long as a Default shall have occurred and other be continuing or would result therefrom; (v) so long as no Default shall have occurred and be continuing or would result therefrom, the Company may on any date make payments of or in respect of Junior Financings prior to their scheduled maturity any such Indebtedness in an aggregate amountamount equal to the Available Amount on such date; provided, when taken together with however, that at the aggregate amount time of the making of such payments and immediately after giving effect to such payments made in reliance on this subclause (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 or (y) if v), the Total Net Leverage Ratio as on such date, calculated on a Pro Forma Basis to give effect to any such payment, is not in excess of the most recently ended Test Period for which financial statements have been delivered level that is equal 0.25 to or 1.00 less than 2.50 the then applicable financial maintenance covenant level set forth in Section 6.13(a); and (vi) other payments of or in respect of any such Indebtedness; provided that the Total Net Leverage Ratio immediately after giving effect to any such payment, calculated on a Pro Forma Basis at the time such payment is made, is less than 2.00 to 1.00; provided, $20,000,000 plus further, that at the time any such payment is made pursuant to this clause (B) the Available Amount that is Not Otherwise Appliedvi), no Default shall have occurred and be continuing or would result therefrom.

Restricted Payments; Certain Payments of Indebtedness. (a) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any Restricted Subsidiary or Intermediate Parent to to, pay or make, directly or indirectly, any Restricted Payment, except: (i) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower Holdings or any other Restricted Subsidiary; (ii) Holdings, any Intermediate Parent, the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; provided that (and, in the case of any such Restricted Payment by a Restricted Subsidiary that is not a wholly-owned Subsidiary of the Parent BorrowerSubsidiary, such Restricted Payment is made to the Parent Borrower, any Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary ratably based on their relative ownership interests of the relevant class of Equity Interests); (ii) [reserved]; (iii) Restricted Payments made on the Effective Date to consummate the Transactions[reserved]; (iv) [reserved]; (v) repurchases of Equity Interests in Holdings or any Parent Entity (or make Restricted Payments by Holdings to allow repurchases of Equity Interest in Holdings any direct or indirect parent of Holdings), the Parent Borrower or any Restricted Subsidiary Entity) deemed to occur upon exercise of stock options or warrants or other incentive interests if such Equity Interests represent a portion of the exercise price of such stock options or warrantswarrants or other incentive interests; (vvi) Restricted Payments to Holdings which Holdings may use to redeem, acquire, retire or repurchase its Equity Interests (or any options or warrants or options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) (or make Restricted Payments to allow any of Holdings’ direct or indirect parent companies its Parent Entities to so redeem, retire, acquire or repurchase their Equity Interests (or any options, warrants, restricted stock, stock appreciation rights or other equity-linked interests issued with respect to any of such Equity Interests) ), in each case, held by current or former officers, managers, consultants, directors and employees directors, employees, independent contractors or other service providers (or their respective spouses, former spouses, domestic partners, successors, executors, administrators, heirs, legatees or distributees) of Holdings (or any direct or indirect parent thereof), the Parent Borrower Entity thereof and the Restricted Subsidiaries, upon the death, disability, retirement or termination of employment or service of, or breach of restrictive covenants by, any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, stock subscription or equity incentive award agreement, employment termination agreement or any other employment agreements or equity holders’ agreement in an aggregate amount after the Effective Dateagreement; provided that, together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (v)vi) after the Closing Date shall not exceed the greater of $10,000,000 and 5.0% of Consolidated EBITDA for the most recently ended Test Period, not to exceed $7,500,000 in any calendar fiscal year, with unused amounts in any fiscal year subject being carried over to maximum succeeding fiscal years, so long as the aggregate amount of Restricted Payments permitted by this clause (vi) in any fiscal year shall not exceed the greater of $50,000,000 (20,000,000 and 10.0% of Consolidated EBITDA for the “Total Repurchase Cap”) prior to most recently ended Test Period, in the Latest Maturity Date; provided that such amount in any calendar year may be increased by an amount not to exceed the aggregate, plus all net cash proceeds of key obtained from any key-man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries after the Effective Date; provided further that repurchases of Equity Interests held by the chief executive officer of the Parent Borrower during such fiscal year (or such chief executive’s spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees) pursuant without giving effect to the foregoing provisions shall not be subject to the foregoing annual cap but shall be permitted in an amount not to exceed the Total Repurchase Capproviso); (vivii) any Intermediate Parent, the Parent Borrower and the Restricted Subsidiaries Holdings may make Restricted Payments in cash to Holdings and any Intermediate Parent and, where applicable, Holdings and such Intermediate Parent may make Restricted Payments in cash;Entity: (A) the proceeds for any taxable period for which Holdings and/or any of its Subsidiaries is a member of a consolidated, combined or similar income or similar tax group (a “Tax Group”) of which shall be used a Parent Entity is the common parent to pay the consolidated, combined or similar income or similar taxes, as applicable, of such Tax Group that are attributable to the taxable income of Holdings and/or its applicable Subsidiaries (as applicable), net of any payment already made by Holdings or any Intermediate Parent to pay its Tax liability to the relevant jurisdiction Subsidiaries in respect of consolidated, combined, unitary or affiliated returns attributable to the income of the Parent Borrower and its Subsidiariessuch Taxes; provided that (1) Restricted Payments made pursuant to this clause subclause (a)(vi)(AA) shall not exceed the Tax liability amount of Taxes that the Parent Borrower and/or its Subsidiaries (as applicable) Holdings would have incurred were paid if Holdings and/or such Taxes determined as if such entity(ies) Subsidiaries were a stand-alone taxpayer or a stand-alone group; and providedTax Group for all relevant taxable periods after the Closing Date, further, that (2) Restricted Payments under this clause subclause (A) in respect of any Taxes attributable to the income of any Unrestricted Subsidiaries of the Parent Borrower Holdings may be made only to the extent that such Unrestricted Subsidiaries have made cash payments for such purpose to Parent Borrower any Loan Party and (3) with respect to any taxable period (or its Restricted Subsidiariesportion thereof) ending prior to the date hereof, any distribution otherwise permitted under this clause (A) shall be permitted only to the extent such distribution relates to a tax payable after the date hereof; (B) the proceeds of which shall be used by Holdings or any Intermediate such Parent Entity to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) (1) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting accounting, tax reporting and similar expenses payable to third parties) ), that are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed amount together with the aggregate amount of loans and advances to Holdings made pursuant to Section 6.04(l(2) in lieu of Restricted Payments permitted by this clause (a)(vi)(B), $2,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors directors, officers, members of management, managers, employees or officers consultants of Holdings (or any parent thereof or any Intermediate Parentthereof) attributable to the ownership or operations of any Parent Entity, Holdings and the Restricted Subsidiaries, (23) fees and expenses (x) due and payable by the Borrower or any of the Restricted Subsidiaries Subsidiary and (y) otherwise permitted to be paid by such Holdings and the Restricted Subsidiary Subsidiaries under this Agreement and (34) amounts due and payable pursuant to the Investor Management Agreement payments that would otherwise be permitted to be paid directly by Holdings or the Restricted Subsidiaries pursuant to Section 6.09(iv6.09(iii) or (v); (C) the proceeds of which shall be used by Holdings (or any Intermediate Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) franchise Taxes and other fees, similar Taxes, other fees and expenses, required to maintain its corporate existenceorganizational existence and auditing fees and expenses; (D) [reserved]; (E) the proceeds of which shall be used by Holdings to make Restricted Payments permitted by Section 6.08(a)(iv) or Section 6.08(a)(v); (E) any Parent Entity to finance any Investment that would be permitted to be made by Holdings or a Restricted Subsidiary pursuant to Section 6.04 (other than 6.04 (l) and, for the avoidance of doubt, including any Storage Investment6.04; provided that (A1) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B2) other than with respect to a Storage Investment, Holdings or any Intermediate such Parent Entity shall, immediately following the closing thereof, cause (1x) all property acquired (whether assets or Equity Interests but not including any loans or advances made pursuant to Section 6.04(b)Interests) to be contributed to Holdings or any Restricted Subsidiary (any in no event shall any such contribution increase the Parent Borrower or the Restricted Subsidiaries Available Amount) or (2y) the Person formed or acquired to merge into or consolidate with the Parent Borrower Holdings or any of the Restricted Subsidiaries Subsidiary to the extent such merger or consolidation is permitted in by Section 6.03) in order to consummate such Investment, in each case in accordance with the requirements of Sections 5.11 5.13 and 5.12; and5.14; (F) the proceeds of which shall be used to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, consultants, independent contractors or employees of Holdings, Borrower or any Parent Entity to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of Holdings, Borrower and/or the Restricted Subsidiaries; (G) the proceeds of which shall be used by Holdings (or any Intermediate Parent Entity) to pay (or to make Restricted Payments to allow any direct or indirect parent thereof to payi) fees and expenses related to any successful or unsuccessful equity issuance or offering or debt offering issuance, incurrence or offering, disposition or acquisition, Investment or other transaction permitted by this Agreement;Agreement and (ii) public company costs; and (viiH) in addition to the foregoing Restricted Payments and so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Parent Borrower and any Intermediate Parent may make additional Restricted Payments to any Intermediate Parent and Holdings, the proceeds of which may shall be utilized by Holdings used for the payment of insurance premiums to make additional the extent attributable to any Parent Entity, Holdings, the Borrower and its subsidiaries; (viii) Restricted Payments or by Holdings or by any Intermediate Parent to make any payments in respect of any Permitted Holdings Debt, in an aggregate amount, when taken together with the aggregate amount of (1) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings made pursuant to Section 6.08(b)(iv) or (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (vii), not to exceed the sum of (A) (x) $15,000,000 or (y) if the Total Net Leverage Ratio as of the most recently ended Test Period for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $25,000,000 plus (B) the Available Amount that is Not Otherwise Applied; andApplied as in effect immediately prior to the time of making of such Restricted Payment so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) where such Restricted Payment is funded from the Growth Amount, the Borrower is in compliance with the Financial Covenants (determined on a Pro Forma Basis); (viiiix) redemptions in whole or in part of any of its Equity Interests for another class of its Qualified Equity Interests or with proceeds from substantially concurrent equity contributions or issuances of new Qualified Equity InterestsInterests (and in no event shall such contribution or issuance so utilized increase the Available Amount); 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) [reserved]; (xi) Holdings may make Restricted Payments to any Parent Entity to enable such Parent Entity to pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition (or other similar Investment); (xii) Restricted Payments to fund the payment of regularly scheduled dividends and repurchases on Holdings’ Equity Interests, in an aggregate amount per annum not to exceed the greater of (x) $50,000,000 in any fiscal year, with unused amounts in any fiscal year being carried over to the succeeding fiscal year, and (y) 6.0% of market capitalization; (xiii) payments made by Holdings 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 Equity Interests represent a portion of the exercise price of such options or warrants or required withholding or similar taxes; (xiv) additional Restricted Payments; provided that after giving effect to such Restricted Payment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 2.75:1.00 and there is no continuing Event of Default on the date of declaration; (xv) [reserved]; (xvi) [reserved]; (xvii) Restricted Payments related to settlement of Holdings’ defined benefit pension plan in the United Kingdom; (xviii) [reserved]; and (xix) additional Restricted Payments; provided that (A) such Restricted Payments shall not exceed the greater of $50,000,000 and 25.0% of Consolidated EBITDA for the most recently ended Test Period and (B) there is no continuing Specified Event of Default on the date of declaration. (b) Neither Holdings nor the Parent Borrower willwill not, nor will they it permit any other Restricted Subsidiary to, make or agree to pay or makepay, directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Junior FinancingDebt, or any voluntary payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Junior FinancingDebt, in each case, on or any other payment prior to date that occurs earlier than one year prior to the scheduled maturity date thereof (including any payment under any Swap Agreement) that has a substantially similar effect to any of the foregoingcollectively, “Restricted Debt Payments”), except: (i) payment of regularly scheduled interest and principal payments as, in the form of payment and when due in respect of any Indebtedness, other than payments in respect of any Junior Financing prohibited by the subordination provisions thereof[reserved]; (ii) refinancings or exchanges of Indebtedness Junior Debt with proceeds of any Permitted Refinancing, in each case, to the extent such Indebtedness is permitted by to be incurred under Section 6.01; (iii) (1) the conversion of any Junior Financing to Debt to, or payments with, Equity Interests (other than Disqualified Equity InterestsInterests unless permitted to be incurred under Section 6.01) of Holdings or any of its direct or indirect parent companies or any Intermediate Parent; andand (2) mandatory redemptions of Disqualified Equity Interests; (iv) prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Debt prior to their scheduled maturity in an aggregate amount not to exceed the Available Amount that is Not Otherwise Applied as in effect immediately prior to the time of making of such Restricted Debt Payment, so long as (x) no Event of Default has occurred and is continuing (or would occur after giving Pro Forma Effect to such action) and (y) if such Restricted Debt Payment is funded from the Growth Amount, the Borrower is in compliance with the Financial Covenants (determined on a Pro Forma Basis); (v) prepayments, redemptions, purchases, defeasances and other payments in respect of Junior Financings Debt prior to their scheduled maturity in an aggregate amountmaturity; provided that after giving effect to such prepayment, when taken together with the aggregate amount of (1) Restricted Payments made pursuant to Section 6.08(a)(vii) and (2) loans and advances to Holdings made pursuant to Section 6.04(l) in lieu of Restricted Payments permitted by this clause (iv) not to exceed the sum of (A) (x) $10,000,000 redemption, purchase, defeasance or (y) if other payment on a Pro Forma Basis, the Total Net Leverage Ratio is less than or equal to 2.75:1.00 as of the end of the most recently ended Test Period as of such time; (vi) subject to the terms of the Global Intercompany Note, prepayments, redemptions, purchases, defeasances and other payments or distributions in respect of Junior Debt owing by Holdings or any Restricted Subsidiary to Holdings or any Restricted Subsidiary; (vii) additional Restricted Debt Payments; provided that (A) such Restricted Debt Payments shall not exceed the greater of $50,000,000 and 25.0% of Consolidated EBITDA for which financial statements have been delivered is equal to or less than 2.50 to 1.00, $20,000,000 plus the most recently ended Test Period and (B) there is no continuing Specified Event of Default on the Available Amount that date of declaration; and (viii) regularly scheduled interest and principal payments as and when due (including any payments as part of an applicable high yield discount obligation or AHYDO catch-up payment). (c) Holdings will not, nor will it permit any Restricted Subsidiary to, amend or modify its Organizational Documents or any documentation governing any Junior Debt, in each case if the effect of such amendment or modification (when taken as a whole) is Not Otherwise Appliedmaterially adverse to the Lenders. 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.