Common use of Restricted Payments, etc Clause in Contracts

Restricted Payments, etc. No Credit Agreement Party will, nor will permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof; (a) each of the Borrower and each Parent Guarantor will not, nor and will not permit any of their respective Subsidiaries to, declare, pay or make any dividend, distribution or exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Parent Guarantor or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Parent Guarantor (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock and (ii) splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds, property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholdersexchange, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeemagree or permit any of its Subsidiaries to purchase, retire, purchase redeem or otherwise acquire, directly or indirectly, for a considerationexchange, any shares of any class of its capital stock or other Equity Interests, Capital Stock (now or hereafter outstanding (outstanding) of the Borrower or any warrants for or Parent Guarantor, warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (outstanding) of the Borrower or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity InterestsParent Guarantor; (b) (all each of the foregoing “Dividends”Borrower and each Parent Guarantor will not, and will not permit any of their respective Subsidiaries to, (i) make any payment or prepayment of principal of, or make any payments payment of interest on, any subordinated note (including any Senior Subordinated Note) on any day other than the stated, scheduled date for such payment or prepayment set forth in respect the documents and instruments memorializing such subordinated note, or which would violate the subordination provisions of such subordinated note, or (ii) redeem, purchase or defease any subordinated note (including any Senior Subordinated Note) (the foregoing prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided, however, that (c) notwithstanding the provisions of clause (a) above, the Borrower shall be permitted to make Restricted Payments to DRI I (which shall in turn utilize all of any outstanding Intercompany Debtsuch Restricted Payment to make Restricted Payments to Holdings) and to Holdings to the extent necessary to enable Holdings to pay interest on the Senior Subordinated Notes, except that: so long as (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower no Default or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (IIii) the Restricted Payments referred to below are permitted to be paid at such Wholly-Owned Subsidiary promptly distributes and/or transfer time under the Senior Subordinated Note Indenture; (d) notwithstanding the provisions of clause (a) above, the Borrower shall be permitted to make Restricted Payments to Holdings and to DRI I (which may in turn utilize all or part of any Property received pursuant such Restricted Payment to such Dividend make Restricted Payments to Holdings), in each case to the extent necessary to enable Holdings and DRI I (directly or indirectly through other Wholly-Owned Subsidiariesi) to a Credit Party or (B) pay their overhead expenses to the Subsidiary making such Dividend is not a Credit Partyextent permitted under the Senior Subordinated Note Indenture as in effect on the Closing Date; provided, howeverthat the aggregate amount of Restricted Payments paid by the Borrower pursuant to this clause (d)(i) in any Fiscal Year shall not exceed $2,000,000; and (ii) to pay their respective taxes based on income and franchise taxes and other similar licensure expenses; and (iii) to defease and redeem the Holdings Subordinated Notes, that, subject to as contemplated by Section 9.01(c)(v7.1.9(a), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default ; and (other than an Event of Default under Section 10.01 or 10.05e) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (Ii) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 shall have occurred and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent be continuing on the date such Restricted Payment is declared or to be made, nor would a Default or an Event of Default result from the making of such InvestmentRestricted Payment, and such calculations shall show that, (ii) after giving effect to the respective Investment making of such Restricted Payment, Holdings shall be in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent fully ended Fiscal Quarter preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (b) or (c) of Section 7.1.1, and any other contemporaneous Investments(iii) an Authorized Officer of Holdings shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of Holdings' compliance with the covenants set forth in Section 7.2.4 in reasonable detail) certifying as to the accuracy of subclauses (i) and any Indebtedness being incurred in connection therewith(ii) above, the U.S. Borrower would shall be permitted to incur at least $1 make Restricted Payments to Holdings and to DRI I (which shall in turn utilize all of additional Indebtedness pursuant any such Restricted Payment to Section 9.04(a) at such time; provided thatmake Restricted Payments to Holdings), in each case to the extent that such Investments constitute redemptions and/or repurchases necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Existing Senior NotesHoldings held by any member of management of Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased each case as in effect on the open market)Closing Date; provided, all such Existing Senior Noteshowever, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and that (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (IIA) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect price paid for all such Investments after the Restatement Effective Date does repurchased, redeemed, acquired or retired Capital Stock shall not exceed an amount equal to $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be 2,000,000 in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and any twelve month period plus (B) has not less than $70,000,000 the aggregate cash proceeds received by Holdings during such twelve month period from any reissuance of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes Capital Stock of Holdings by Holdings to members of management of Holdings or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerany of its Subsidiaries.

Restricted Payments, etc. No Credit Agreement Party willThe Borrower will not, nor will permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, provided however, that, subject to Section 9.01(c)(v10.01(d)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 11.01 or 10.0511.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c10.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, of the Borrower Common Stock or options to purchase, U.S. purchase the Borrower Common Stock Stock, held by former officers or employees of the U.S. The Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdingsthe Borrower, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii10.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement Agreement; and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a10.10(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i10.09(a)(i)) ), so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii10.06 (xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a10.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a10.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a10.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) in any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv10.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day Term Credit Agreement (as in effect on the effective date of Amendment 1) as of the most recently completed Test Period for which financial statements are available test date and (B) has not less than $70,000,000 of unutilized ABL Commitments Borrowing Availability and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Closing Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) distributions payable other than in cash in connection with a stockholders’ rights offering plan and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company’s taxable income, whether or not a Default or an Event of Default then exist or (II) any Subsidiary which is a limited liability company or limited partnership, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member’s taxable income of such shares Subsidiary whether or not a Default or an Event of Default then exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: , (iA), in addition to distributions permitted pursuant to clause (a)(II) (x) above, any Subsidiary of the U.S. Borrower may declare and pay Dividends cash dividends and distributions to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower its equity holders and (yB) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower no Default or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies Borrower would be able to comply on a pro forma basis, assuming such redemption or purchase occurred, with clause (II) all of the preceding proviso and (b) covenants contained in this Agreement, the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock of its stock (i) held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the their death, disability, retirement disability or the termination of their employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the an aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year not to exceed $3,000,000 or (ii) as otherwise permitted pursuant to the stock-based compensation plans of HoldingsBorrower or any of its Subsidiaries; (b) Borrower will not, and will not permit any of its Subsidiaries to: (zi) at make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the time stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom;exists and is continuing both before and after giving effect to such payment; or (iiiii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debtredeem, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued purchase or defease any Subordinated Debt other than Subordinated Debt held by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) a Target, so long as no Default and no or Event of Default then exists or would result therefromis continuing both before and after giving effect to such redemption, purchase or defeasance; and (c) Borrower will not, and will not permit any Subsidiary to, make any sinking fund payment or deposit for any of the foregoing purposes. (d) Notwithstanding anything else herein to the contrary, Borrower may redeem or receive Permitted Seller Equity in connection with a Permitted Asset Disposition. (e) The Borrower will not and will not permit any Subsidiary to directly or indirectly make any payment, prepayment, redemption, conversion to cash, defeasance or acquisition for value of (including by way of depositing money or securities with the trustee with respect thereto before due for the purpose of paying when due), or refund, refinance or exchange of, any Existing Senior Convertible Notes or Convertible Note Documents other than (A) fees and expenses paid by Borrower on the date of issuance of the Convertible Notes; (B) subject to the subordination provisions of the Convertible Notes, regularly scheduled payments of interest and fees on the Convertible Notes at rates and in amounts not to exceed the rates and amounts required by the Convertible Note Documents on the date hereof, (C) subject to the subordination provisions of the Convertible Notes, payments of contingent interest or additional amounts (not including principal) payable upon any Permitted Senior default or event of default or similar event under the Convertible Note Documents and payments of principal in respect of the Convertible Notes and upon any Permitted Refinancing Senior conversion or required repurchase of the Convertible Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with as required by the requirements terms of this Agreement; (xii) the Convertible Note Documents so long as no Specified Default and no Event as, in the case of Default then exists or would result therefromany payment prior to February 6, any Scheduled Existing Indebtedness2012, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (Ix) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 therefrom and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) Borrower shall have delivered to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on Agent a Pro Forma Basis certificate demonstrating that after giving effect to such Investment conversion or payment (and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith) (i) Borrower would have been in compliance with the financial covenants in Section 7.2.4 for the most recent Fiscal Quarter for which Borrower has delivered financial statements to the Agent on a pro forma basis deeming such payments to have been made on the last day of such Fiscal Quarter, (ii) the Senior Leverage Ratio for the most recent Fiscal Quarter for which Borrower has delivered financial statements to the Agent on a pro forma basis deeming such payments to have been made on the last day of such Fiscal Quarter shall not be greater than 2.25:1.00 and (iii) the Available Revolving Commitment shall be greater than $5,000,000 and (D) subject to the subordination provisions of the Convertible Notes payments of principal in respect of the Convertible Notes upon their scheduled maturity (which scheduled maturity shall not be prior to June 1, 2012). (f) Subject to the subordination provisions of the Convertible Notes, the U.S. Borrower would be permitted to incur may make repurchases (at least $1 par value or below par value) of additional Indebtedness pursuant to Section 9.04(a) at such time; the Convertible Note Documents using cash or common stock of Borrower, provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (Ix) no Default or Event of Default then exists or would result therefrom, therefrom and (IIy) the aggregate amount of cash expended pursuant Borrower shall have delivered to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) Agent a certificate demonstrating that after giving effect to such Investments, redemptions repurchase (and repurchases, the U.S. incurrence of any Indebtedness in connection therewith) (i) Borrower (A) would be have been in compliance with the financial covenants in Section 7.2.4 for the most recent Fiscal Quarter for which Borrower has delivered financial statements to the Agent on a pro forma basis with Section 9.13 as of deeming such payments to have been made on the last day of such Fiscal Quarter, (ii) the Senior Leverage Ratio for the most recently completed Test Period recent Fiscal Quarter for which Borrower has delivered financial statements are available to the Agent on a pro forma basis deeming such payments to have been made on the last day of such Fiscal Quarter shall not be greater than 2.25:1.00 and (Biii) has not less the Available Revolving Commitment shall be greater than $70,000,000 5,000,000. Notwithstanding anything else in this Section 7.2.6 of unutilized ABL Commitments the Credit Agreement, Borrower may issue its common stock (and (IVpay cash in lieu of issuing fractional shares) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled as required by the U.S. BorrowerConvertible Note Documents including the Call Option and Warrants. SECTION 7.2.7 Intentionally Omitted.

Restricted Payments, etc. No Each Credit Agreement Party willwill not, nor and will not permit any of its Subsidiaries toSubsidiaries, declare or pay to make any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such SubsidiaryRestricted Payment, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any deposit for any Restricted Payment, other distributionthan: (a) cash payments to the Borrower and/or to Holdings to be used (i) for Tax Distributions, payment or delivery of property or cash (ii) to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding pay (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of make Restricted Payments to any direct or indirect parent of Holdings to pay) franchise and similar taxes of Holdings, San Vxxxxxx Holdings, LLC or any entity affiliated with San Vxxxxxx Holdings, LLC, in each case, formed solely for the purpose of directly or indirectly holding the equity of Holdings, provided that such Subsidiary now or hereafter outstanding entities may engage in the activities contemplated by Section 8.22, and (iii) to pay (or to make Restricted Payments to any options direct or warrants or stock appreciation rights issued indirect parent of Holdings to pay) taxes imposed on any distributions permitted by such Person with respect this clause (a); (b) payments by any Subsidiary of any Credit Party to its capital stock or direct parent (other Equity Intereststhan Holdings) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: so long as such parent is (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower a direct or any indirect Wholly-Owned Subsidiary of any Credit Party, (ii) the U.S. Borrower and or (yiii) any a direct parent (other than Holdings or a direct or indirect parent of Holdings) of a non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends Subsidiary, in which case such payment shall be made pro rata to such parent based on its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest relative ownership interests in the Subsidiary paying class of equity receiving such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c)Restricted Payment; (iic) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held Restricted Payments by former officers or employees of the U.S. Borrower any Credit Party or any of its Subsidiaries following to pay dividends with respect to its Capital Stock payable solely in additional shares of its Capital Stock (other than Disqualified Capital Stock); (d) Restricted Payments to repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings, any direct or indirect parent of Holdings or its Subsidiaries held by any current or former employee, director, consultant or officer (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates) of any Credit Party or Subsidiary of any Credit Party pursuant to any employee equity subscription agreement, equity option agreement or equity ownership arrangement, including upon the death, disability, retirement retirement, severance or termination of employment or service of such officers Persons to the extent (i) not exceeding $1,000,000 in the aggregate during any fiscal year and (ii) both before and after giving effect to any such payment, no Specified Event of Default or employees, Financial Covenant or Financial Reporting Event of Default exists or would immediately thereafter occur as a result thereof; provided that to the extent any amounts remain unused under subclause (i) of this clause (d) in a given fiscal year of Holdings may be carried forward and made in the immediately succeeding fiscal year of Holdings without regard to any caps set forth herein; (e) no earlier than 91 days after the date the Bridge Amortization payment has been made (together with the Applicable Prepayment Premium), Restricted Payments in an aggregate amount not to exceed 125% of the Deferred Purchase Price so long as (w) the amount of such Restricted Payments shall not exceed the amount necessary (after taking into account minority interests) to pay the Deferred Purchase Price, (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cashTotal Leverage Ratio (calculated on a Pro Forma Basis) does not exceed 2.50:1.00, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed pro forma Consolidated Liquidity is no less than $2,000,000 in any Fiscal Year of Holdings, 10,000,000 and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist have occurred and be continuing or would result therefrom; (iiif) [Reserved]Restricted Payments to Holdings to pay (or to make Restricted Payments to any direct or indirect parent of Holdings to pay) administrative, regulatory, accounting, auditing, directors, insurance and other ordinary course of business fees and expenses of Holdings or any direct or indirect parent of Holdings (to the extent solely attributable to ownership of Holdings), not to exceed $1,000,000 per fiscal year or otherwise with the prior written consent of the Administrative Agent, which shall not be unreasonably withheld, conditioned or delayed; (ivg) [Reserved]Restricted Payments on or within one hundred and eighty (180) days after the Closing Date for the payment of out-of-pocket legal and accounting fees, costs and expenses in connection with the Transactions subject to delivery of invoices to the Administrative Agent promptly following the Closing Date; (vh) [Reserved]Restricted Payments to Holdings to pay (or to make Restricted Payments to any direct or indirect parent of Holdings to pay) the Aggregate Estimated Adjustment Amount and the difference (if positive) between the Aggregate Final Adjustment Amount and the Aggregate Estimated Adjustment Amount (each as defined in the Acquisition Agreement); (vii) Restricted Payments to pay monitoring, consulting, management, transaction, advisory, termination or similar fees (including termination fees, related indemnities and expense and any other fees and expenses paid or payable to or for the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms benefit of the Intercompany Subordination Agreement; Sponsor, any direct or indirect equity holder of Holdings or any Affiliate of the Sponsor or such equity holder) (viiwhich fees and expenses may be paid in the form of dividends) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant payable to the terms thereof solely through Sponsor, any direct or indirect equity holder of Holdings or any Affiliate of the issuance of additional shares of Sponsor or such Qualified Preferred Stock rather than equity holder, in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and each case, subject to the Service Agreement in an amount not to exceed $2,000,000 in aggregate per fiscal year; provided, that, no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has shall have occurred and is be continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a)from such Restricted Payment; (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (IIIj) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y)constituting Restricted Payments, calculations are made by the U.S. Borrower payments of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower10.13; and (xivk) in addition Restricted Payments to Holdings (or a direct or indirect parent of Holdings) to pay taxes imposed on Holdings (or a direct or indirect parent of Holdings) relating to the actions permitted abovevesting of stock-based awards consistent with past practice. Notwithstanding the foregoing, the U.S. Borrower and its no COVID-19 Proceeds received by any Credit Party or any of their respective Subsidiaries may shall be used directly or indirectly to make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerRestricted Payments.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof: (1) Aladdin Gaming will not declare, nor will pay or make any dividend or distribution (in cash, property or obligations) on any Membership Interests (now or hereafter outstanding) of Aladdin Gaming or on any warrants, options or other rights with respect to any shares of any Membership Interests (now or hereafter outstanding) of Aladdin Gaming (other than dividends or distributions payable in its Membership Interests or warrants to purchase its Membership Interests or splitups or reclassifications of its Membership Interests into additional or other shares of its Membership Interests ) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds, property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, purchase agree or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Membership Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of Aladdin Gaming, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect shares of any outstanding Intercompany DebtMembership Interests (now or hereafter outstanding) of Aladdin Gaming; (2) Aladdin Gaming will not, except that:and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or make any payment of interest on, (x) any Subsidiary subordinated debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such subordinated debt, or which would violate the subordination provisions of the U.S. Borrower may pay Dividends to the U.S. Borrower such subordinated debt or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary Discount Note; or (ii) redeem, purchase or defease, any subordinated debt or any Discount Note or make any payment for purposes of funding any of the U.S. Borrower may pay cash Dividends foregoing; (the foregoing prohibited acts referred to its shareholders generally in clauses (1) and (2) being herein collectively referred to as "Restricted Payments"); provided however, that (3) notwithstanding the provisions of clause (1) above, for so long as the U.S. Borrower Aladdin Gaming is treated as a pass-through entity, or its respective Subsidiary which owns the Equity Interest Aladdin Gaming is not treated as a separate entity, for United States federal income tax purposes (as evidenced by an opinion of counsel subject to usual qualifications and in the Subsidiary paying such Dividends receives reliance on customary representations, at least its proportionate share thereof (based upon its relative holding annually), Aladdin Gaming shall be permitted to make Restricted Payments to equity holders of Aladdin Gaming, in an amount not to exceed the Equity Interests in the Subsidiary paying Tax Amount for such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Partyperiod; provided, however, thatthat (x) prior to any distributions of Tax Amounts, subject Aladdin Gaming shall deliver an officers' certificate to Section 9.01(c)(v), any such Dividend may be made GE Capital to the Bermuda Partnership notwithstanding the existence of an Event of Default (effect that Aladdin Gaming is a limited-liability company taxable as a partnership or other than an Event of Default under Section 10.01 substantially similarly treated pass-through entity, or 10.05) so long Aladdin Gaming is not treated as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (a separate entity, for United States federal income tax purposes and, after giving effect to the receipt any such distribution of any Dividend from Bermuda Partnership) such Tax Amount, Aladdin Gaming will continue to be in compliance with the requirements covenants in Section 11(d) hereof, and (y) at the time of such distributions, the most recent audited financial statements of Aladdin Gaming required to have been furnished pursuant to clause (3) of Section 9.01(c10(a) hereof reflect that Aladdin Gaming is treated as a limited-liability company taxable as a partnership or other substantially similarly treated pass-through entity or Aladdin Gaming, is not treated as a separate entity for United States federal income tax purposes for the period covered by such financial statements; (4) notwithstanding the provisions of clause (1) above, from and after March 1, 2003, Aladdin Gaming shall be permitted to make Restricted Payments on Aladdin Gaming Series A Preferred Membership Interests to Holdings from time to time in an amount sufficient to enable Holdings to make payments of interest on the Discount Notes which are then due and payable, such amount not to exceed the amount payable thereunder in accordance with the terms thereof in effect on the Closing Date; (5) notwithstanding the provisions of clause (1) above, Aladdin Gaming shall be permitted to make Restricted Payments in respect of the Salle Privee Agreement as in effect on the Closing Date to LCNI; (6) notwithstanding the provisions of clause (1), Aladdin Gaming shall be permitted to make Restricted Payments on the Closing Date in respect of a fee equal to 1% of the amount of Indebtedness supported and enhanced by the Keep-Well Agreement on the Closing Date (such amount of Indebtedness being $265,000,000) and thereafter payment of an annual fee equal to 1.5% of the annual average Indebtedness outstanding under the Bank Credit Facility which is supported and enhanced by the Keep-Well Agreement, in each case as set forth in the London Clubs Purchase Agreement as in effect on the Closing Date, to LCI; (7) notwithstanding the provisions of clause (1), Aladdin Gaming shall be permitted to make Restricted Payments with respect to the Employment Agreements in an aggregate amount not exceeding $2,000,000 in any Fiscal Year; (8) notwithstanding the provisions of clause (1) above, Aladdin Gaming shall be permitted to make Restricted Payments as dividends or distributions to its members in any Fiscal Quarter following the Conversion Date, so long as (i) Aladdin Gaming shall have delivered to GE Capital (A) financial statements prepared on a proforma basis to give effect to such Restricted Payment for the Fiscal Quarter (the "Base Fiscal Quarter") then last ended for which financial statements and the Compliance Certificate relating thereto have been delivered to GE Capital pursuant to Section 10(a) hereof, and (B) a certificate of Aladdin Gaming executed by its chief financial or accounting Authorized Representative demonstrating that the financial results reflected in such financial statements would result in a Total Debt to EBITDA Ratio at the Close of any such Base Fiscal Quarter occurring during any period set forth below to be less than the ratio set forth opposite such period: Period of FQs Total Debt to After Conversion Date EBITDA Ratio FQl through FQ4 3.50:1 FQ5 through FQ8 3.25:1 41 FQ9 and thereafter 3.00:l; and (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment aggregate amount of such officers or employees, provided that (x) the only consideration paid Restricted Payment to be made by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase Aladdin Gaming pursuant to this Section 9.06(ii)clause (8), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect when added to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect all such Investments after Restricted Payments during the Restatement Effective Date Fiscal Quarter in which such Restricted Payment would be made, does not exceed the lesser of (A) the sum of (xl) $50,000,000 50% of Net Income for the Base Fiscal Quarter, plus (2) the amount of Cash Contributions to Capital, and (yB) an amount equal to the aggregate amount excess of Retained (1) Excess Cash Flow Amount at for the time such Investment is Base Fiscal Quarter, over (2) the amount of Mandatory Prepayments required to have been made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said (c) of Section 9.04(a)) for the Calculation Period most recently ended prior to the date 3.1.1 of the respective repurchase or redemption Senior Credit Agreement (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after without giving effect to the respective Investment (and any other contemporaneous Investmentsproviso to such Section) and any Indebtedness being incurred in connection therewith, for the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. BorrowerBase Fiscal Quarter; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I9) no Default or Event of Default then exists or would result therefromRestricted Payments otherwise permitted by clauses (3), (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,0004), (III5), (6),(7) or (8) shall be made if a Default shall have occurred and be continuing or if a Default will result after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerthereto.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof: (a) the Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or make any payment on account of, payment or delivery of property or cash to its stockholders, partners, members set apart assets for a sinking or other equity holders as suchanalogous fund for, the purchase, redemption, defeasance, retirement or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationother acquisition of, any shares of any class of its capital stock Capital Stock of the Borrower or other Equity Interests, any Subsidiary (now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interestsoutstanding), or set aside make any funds for any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the foregoing purposesBorrower or any Subsidiary or on any warrants, and no Credit Agreement Party will options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Subsidiary (other than (i) dividends or distributions payable in its Capital Stock or warrants to purchase its Capital Stock or (ii) splits or reclassifications of its Capital Stock into additional or other shares of its Capital Stock) or apply, or permit any of its Subsidiaries to purchase apply, any of its funds, property or otherwise acquire for a consideration assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase, redeem or exchange, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (outstanding) of the Borrower or any Subsidiary, or warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its capital stock any shares of Capital Stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and and (b) the Bermuda Partnership Partners are Borrower will not, and will not permit any of its Subsidiaries to, (after i) make any payment or prepayment of principal of, or make any payment of interest on, any 1993 Senior Note, 10-?% Senior Note, 1995 Senior Note, 11-?% Senior Note, Subordinated Note or New Subordinated Note to any holder thereof or trustee therefor (x) prior to the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such 1993 Senior Note, 10-?% Senior Note, 1995 Senior Note, 11-?% Senior Note, Subordinated Note or New Subordinated Note, (y) with respect to a payment or prepayment of principal, in an amount which would exceed the amount of any such payment or prepayment that would otherwise be permitted hereunder without giving effect to the receipt Restructuring (plus, in the case of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares ofNew Subordinated Note, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower of additional New Subordinated Notes issued in lieu of paying cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made interest in accordance with the terms of thereof), or (z) which would violate the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares subordination provisions of such Qualified Preferred Stock rather than Subordinated Note or New Subordinated Note, or (ii) redeem, purchase or defease any 1993 Senior Note, 1995 Senior Note or Subordinated Note (the foregoing prohibited acts referred to in cash; clauses (ixa) [Reserved]; and (xb) [Reserved]; (xi) so long above are herein collectively referred to as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement andRestricted Payments); except that, so long as (A) both immediately prior to and after giving effect to such Restricted Payment, no Event of Default has shall have occurred and is be continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiiiB) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewithmaking of such Restricted Payment, the U.S. Borrower would shall be permitted to incur at least $1 in pro forma compliance with the covenants set forth in Section 7.2.5 for the most recent full Fiscal Quarter immediately preceding the date of additional Indebtedness the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clauses (a) or (b) of Section 9.04(a7.1.1, and (C) at such time; provided that, the chief financial or accounting Authorized Officer of the Borrower shall have delivered a certificate to the extent that such Investments constitute redemptions and/or repurchases Agents in form and substance satisfactory to the Syndication Agent (including a calculation of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance the Borrower's compliance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, covenants set forth in Section 7.2.5) certifying as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event accuracy of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower clauses (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.above:

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof: (a) the Borrower will not, nor and will not permit any of its Restricted Subsidiaries to, declare, pay or make any payment, dividend, distribution or exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its Capital Stock or warrants to purchase its Capital Stock and (ii) splits or reclassifications of its Capital Stock into additional or other shares of its Capital Stock) or apply, or permit any of its Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries toto purchase, declare redeem or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationexchange, any shares of any class of its capital stock or other Equity Interests, Capital Stock (now or hereafter outstanding (or any warrants for or outstanding) of the Borrower, warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interestsoutstanding) (all of the foregoing “Dividends”Borrower; (b) the Borrower will not, and will not permit any of its Restricted Subsidiaries to, (i) directly or indirectly make any payment or prepayment of principal of, or make any payments payment of interest on, any Senior Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in respect the Senior Subordinated Debt Documents or which would violate the subordination provisions of any outstanding Intercompany such Senior Subordinated Debt, except that: or (iii) redeem, purchase or defease any Senior Subordinated Debt; (xthe foregoing prohibited acts referred to in clauses (a) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (yb) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends above are herein collectively referred to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary"Restricted Payments"); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that (c) notwithstanding the provisions of clauses (a) and (b) above, subject the Borrower shall be permitted to Section 9.01(c)(v), any such Dividend may be made make Restricted Payments to Holdco to the Bermuda Partnership notwithstanding extent necessary to enable Holdco to (i) pay its overhead expenses (including advisory fees in an amount not to exceed $500,000 in the existence of aggregate in any Fiscal Year) in an Event of Default amount not to exceed $2,000,000 in the aggregate in any Fiscal Year; (other than an Event of Default under Section 10.01 or 10.05ii) pay taxes; (iii) so long as (aA) no Default shall have occurred and be continuing on the Bermuda Partnership complies with clause date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (IIB) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt making of any Dividend from Bermuda Partnership) such Restricted Payment, the Borrower shall be in pro forma compliance with the requirements covenant set forth in clause (b) of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) 7.2.4 for the Calculation Period most recently ended prior to recent full Fiscal Quarter immediately preceding the date of the respective repurchase making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or redemption clause (determined on a Pro Forma Basis after giving effect to such Investment b) of Section 7.1.1, and the incurrence of any Indebtedness to finance same), as set forth in a certificate by (C) an Authorized Officer of the U.S. Borrower furnished shall have delivered a certificate to the Administrative Agent on the date of such Investment, in form and such calculations shall show that, after giving effect substance satisfactory to the respective Investment Administrative Agent (and any other contemporaneous Investmentsincluding a calculation of the Borrower's pro forma compliance with the covenant set forth in clause (b) of Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (c)(iii)(A) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a(c)(iii)(B) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.,

Restricted Payments, etc. No Credit Agreement Party will(a) ADT Limited will not, nor and will not permit any of its Subsidiaries to, directly or indirectly, (i) declare or pay any dividends dividend on, or make any distribution to holders of, any shares of Capital Stock of ADT Limited (other than dividends or distributions payable solely in non-redeemable common stock shares of Capital Stock of ADT Limited or comparable common equity interests of the U.S. Borrower in rights, warrants or any options to purchase such SubsidiaryCapital Stock, as the case may be) but excluding dividends or return any equity capital todistributions payable in Redeemable Capital Stock or in options, its stockholders, partners, members warrants or other equity holders or authorize or make any other distributionrights to purchase Redeemable Capital Stock, payment or delivery provided that dividends on Redeemable Capital Stock may be paid in shares of property or cash to its stockholderssuch Redeemable Capital Stock), (ii) purchase, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase retire or otherwise acquire for a consideration value, or make any shares payment on account of the purchase, redemption, retirement or other acquisition for value of, any Capital Stock of ADT Limited or any warrants, rights or options to purchase or acquire any such Capital Stock, or (iii) declare or pay any dividend on, or make any distribution to holders of, any Capital Stock of any class Subsidiary of the capital stock or ADT Limited (other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding than (or any options or warrants or stock appreciation rights issued by such Person A) with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower such Capital Stock held by ADT Limited or any Wholly-of its Wholly Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party Subsidiaries or (B) with respect to the Voting Stock of any Subsidiary, made on a pro rata basis, consistent with the ownership interests in such Voting Stock, to the owners of such Voting Stock) or purchase, redeem or otherwise acquire or retire for value, or make any payment on account of the purchase, redemption, retirement or other acquisition for value of, any outstanding Capital Stock of any Subsidiary making of ADT Limited (other than any such Dividend is Capital Stock held by ADT Limited or any of its Wholly Owned Subsidiaries) or any warrants, rights or options to purchase or acquire any such outstanding Capital Stock (such payments or any other actions described in (but not a excluded from) the foregoing clauses (i) thorough (iii) being herein referred to as "Restricted Distributions"), unless such Restricted Distribution would be permitted by the terms of the Senior Note Indenture as in effect on the Existing Credit PartyFacility Effective Date; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Original Closing Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such shares dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company’s taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company or limited partnership, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member’s taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: , (iA), in addition to distributions permitted pursuant to clause (a)(II) (x) above, any Subsidiary of the U.S. Borrower may declare and pay Dividends cash dividends and distributions to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower its equity holders and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromtherefrom and so long as the Borrower would be able to comply on a pro forma basis, assuming such redemption or purchase occurred, with all of the covenants contained in this Agreement, the Borrower may redeem or purchase shares of its stock (IIi) held by former employees of the aggregate amount Borrower or any of cash expended its Subsidiaries following their death, disability or the termination of their employment or (ii) as otherwise permitted pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum stock-based compensation plans of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (Borrower or any part thereofof its Subsidiaries; (b) Borrower will not, and will not permit any of its Subsidiaries to: (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis continuing both before and after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such timepayment; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; andor (xivii) in addition to the actions permitted aboveredeem, the U.S. Borrower and its Subsidiaries may make Investments in (andpurchase or defease any Subordinated Debt other than Subordinated Debt held by a Target, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefromis continuing both before and after giving effect to such redemption, purchase or defeasance; and (IIc) Borrower will not, and will not permit any Subsidiary to, make any sinking fund payment or deposit for any of the foregoing purposes. (d) Notwithstanding anything else herein to the contrary, Borrower may redeem or receive Permitted Seller Equity in connection with a Permitted Asset Disposition. (e) Notwithstanding anything else herein to the contrary, Borrower may repurchase and redeem its common stock provided that (i) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect all such Investments repurchases shall made on and after the Restatement Sixth Amended and Restated Effective Date does shall not exceed $50,000,0008,000,000, (IIIii) after giving effect any offer to repurchase and any such Investmentsrepurchase shall be conducted in compliance with all applicable federal and state securities laws, redemptions and (iii) upon completion of such repurchase, such common stock repurchased shall be retired into treasury by Borrower. In addition to using cash to effectuate such repurchases, such repurchases of Borrower’s common stock may also include common stock received by Borrower or its Subsidiaries as consideration for Permitted Equity Ownership Sales. For purposes of measuring the U.S. Borrower (A) would be in compliance effect of such repurchases on a pro forma basis with Section 9.13 as the aforementioned $8,000,000 cap, the value of the last common stock retired in a Permitted Equity Ownership Sale will be the average closing price of Borrower’s common stock during the 30-trading day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all period immediately preceding such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerPermitted Equity Ownership Sale.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Original Closing Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such shares dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company’s taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company or limited partnership, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member’s taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: , (iA), in addition to distributions permitted pursuant to clause (a)(II) (x) above, any Subsidiary of the U.S. Borrower may declare and pay Dividends cash dividends and distributions to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower its equity holders and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromtherefrom and so long as the Borrower would be able to comply on a pro forma basis, assuming such redemption or purchase occurred, with all of the covenants contained in this Agreement, the Borrower may redeem or purchase shares of its stock (IIi) held by former employees of the aggregate amount Borrower or any of cash expended its Subsidiaries following their death, disability or the termination of their employment or (ii) as otherwise permitted pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum stock-based compensation plans of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (Borrower or any part thereofof its Subsidiaries; (b) Borrower will not, and will not permit any of its Subsidiaries to: (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis continuing both before and after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such timepayment; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; andor (xivii) in addition to the actions permitted aboveredeem, the U.S. Borrower and its Subsidiaries may make Investments in (andpurchase or defease any Subordinated Debt other than Subordinated Debt held by a Target, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefromis continuing both before and after giving effect to such redemption, purchase or defeasance; and (IIc) Borrower will not, and will not permit any Subsidiary to, make any sinking fund payment or deposit for any of the foregoing purposes. (d) Notwithstanding anything else herein to the contrary, Borrower may redeem or receive Permitted Seller Equity in connection with a Permitted Asset Disposition. (e) Notwithstanding anything else herein to the contrary, Borrower may repurchase and redeem its common stock provided that (i) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect all such Investments repurchases shall made on and after the Restatement Fifth Amended and Restated Effective Date does shall not exceed $50,000,0008,000,000, (IIIii) after giving effect any offer to repurchase and any such Investmentsrepurchase shall be conducted in compliance with all applicable federal and state securities laws, redemptions and (iii) upon completion of such repurchase, such common stock repurchased shall be retired into treasury by Borrower. In addition to using cash to effectuate such repurchases, such repurchases of Borrower’s common stock may also include common stock received by Borrower or its Subsidiaries as consideration for Permitted Equity Ownership Sales. For purposes of measuring the U.S. Borrower (A) would be in compliance effect of such repurchases on a pro forma basis with Section 9.13 as the aforementioned $8,000,000 cap, the value of the last common stock retired in a Permitted Equity Ownership Sale will be the average closing price of Borrower’s common stock during the 30-trading day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all period immediately preceding such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerPermitted Equity Ownership Sale.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date: (a) the Borrower will not declare, nor will permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other Equity Interests)shares of its common stock) or apply, or set aside any funds for permit any of its Subsidiaries to apply, any of its funds, property or assets to the foregoing purposespurchase, and no Credit Agreement Party will redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”Borrower; (b) or make the Borrower will not, and will not permit any payments in respect of any outstanding Intercompany Debt, except that:its Subsidiaries to (i) (x) make any Subsidiary payment or prepayment of principal of, or make any payment of interest on, any Senior Notes or any Subordinated Debt on any day other than the U.S. stated date for such payment or prepayment set forth in the documents and instruments memorializing any Senior Notes or such Subordinated Debt, or which would violate the subordination provisions of any such Subordinated Debt; provided, that the Borrower may pay Dividends or prepay all or a portion of the Senior Notes if both before and after giving effect thereto, no Default shall have occurred or be continuing and there are no Loans outstanding hereunder; or (ii) redeem, purchase or defease any Senior Notes or any Subordinated Debt unless the effect of such redemption, purchase or defeasance is to make a payment or prepayment permitted under clause (b)(i); (c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes except to the U.S. extent a payment or prepayment would be otherwise permitted hereunder; and (d) the Borrower or will not, and will not permit any Wholly-Owned Subsidiary of the U.S. Borrower and (y) its Subsidiaries to, make any non-Wholly-Owned Subsidiary voluntary prepayment of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding principal of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferencesany Indebtedness, if anyeither before or after giving effect thereto, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not there shall exist a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than a Nonmaterial Subsidiary Default) or an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerDefault.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Original Closing Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such shares dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company’s taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company or limited partnership, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member’s taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: , (iA), in addition to distributions permitted pursuant to clause (a)(II) (x) above, any Subsidiary of the U.S. Borrower may declare and pay Dividends cash dividends and distributions to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower its equity holders and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromtherefrom and so long as the Borrower would be able to comply on a pro forma basis, (II) assuming such redemption or purchase occurred, with all of the aggregate amount covenants contained in this Agreement, the Borrower may redeem or purchase shares of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after its stock held by former employees of the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (Borrower or any part thereofof its Subsidiaries following their death, disability or the termination of their employment; (b) Borrower will not, and will not permit any of its Subsidiaries to: (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis continuing both before and after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such timepayment; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; andor (xivii) in addition to the actions permitted aboveredeem, the U.S. Borrower and its Subsidiaries may make Investments in (andpurchase or defease any Subordinated Debt other than Subordinated Debt held by a Target, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefromis continuing both before and after giving effect to such redemption, purchase or defeasance; and (IIc) Borrower will not, and will not permit any Subsidiary to, make any sinking fund payment or deposit for any of the foregoing purposes. (d) Notwithstanding anything else herein to the contrary, Borrower may redeem or receive Permitted Seller Equity in connection with a Permitted Asset Disposition. (e) Notwithstanding anything else herein to the contrary, Borrower may repurchase and redeem its common stock provided that (i) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect all such Investments repurchases shall made on and after the Restatement Fourth Amended and Restated Effective Date does shall not exceed $50,000,0005,000,000, (IIIii) after giving effect any offer to repurchase and any such Investmentsrepurchase shall be conducted in compliance with all applicable federal and state securities laws, redemptions and (iii) upon completion of such repurchase, such common stock repurchased shall be retired into treasury by Borrower. In addition to using cash to effectuate such repurchases, such repurchases of Borrower’s common stock may also include common stock received by Borrower or its Subsidiaries as consideration for Permitted Equity Ownership Sales. For purposes of measuring the U.S. Borrower (A) would be in compliance effect of such repurchases on a pro forma basis with Section 9.13 as the aforementioned $5,000,000 cap, the value of the last common stock retired in a Permitted Equity Ownership Sale will be the average closing price of Borrower’s common stock during the 30-trading day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all period immediately preceding such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerPermitted Equity Ownership Sale.

Restricted Payments, etc. No Credit On and at all times after the Agreement Party willEffective Date: (a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its Capital Stock or warrants to purchase its Capital Stock or splitups or reclassifications of its Capital Stock into additional or other shares of its Capital Stock) or apply, or permit any Subsidiary to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any Subsidiary to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower; (b) the Borrower will not, nor will it permit any of its Subsidiaries to, (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt on any day other than the stated, scheduled date for any payment of such principal or interest as set forth in the documents and instruments memorializing such Subordinated Debt, or which would violate the subordination provisions of such Subordinated Debt; (ii) except to the extent permitted under Section 7.2.5, make any Investment in, advances to or fee payments to any of its Affiliates; or (iii) suffer to exist any Contingent Liabilities of the Borrower in respect of Indebtedness of any of its Affiliates (other than Subsidiaries that are Guarantors or whose Capital Stock is pledged to the Administrative Agent for the benefit of the Lenders pursuant to a Pledge Agreement); and (c) the Borrower will not, nor will it permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds deposit for any of the foregoing purposespurposes (the foregoing prohibited acts referred to in clauses (a), (b) and no Credit Agreement Party will permit (c) are collectively referred to as "Restricted Payments"). Notwithstanding clauses (a) and (b) of this Section, the Borrower shall be entitled to make Restricted Payments in connection with the purchase of outstanding shares of its Capital Stock and fee payments to any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) Affiliates so long as (ai) the Bermuda Partnership complies with clause (II) of the preceding proviso immediately both prior to and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii)Restricted Payment, no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has have occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromcontinuing, (IIii) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewithmaking of such Restricted Payment, the U.S. Borrower would shall be permitted to incur at least $1 in pro forma compliance with the covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of additional Indebtedness the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or (b) of Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom7.1.1, (IIiii) the amount of such Restricted Payment, when taken together with the aggregate amount of cash expended pursuant to all other Restricted Payments made under this Section 9.06(xivclause (iii) to effect such Investments after since the Restatement Agreement Effective Date Date, does not exceed $50,000,0005,000,000, and (IIIiv) after giving effect to such InvestmentsRestricted Payment, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than Availability is at least $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower10,000,000.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Closing Date, (a) except as set forth below, nor the Borrower will not declare and will not permit any Subsidiary to pay or make any dividend or distribution (in cash, property or obligations) on any shares (or other securities) of any class of the Borrower’s Equity Interests (now or hereafter outstanding) or on any warrants, options or other rights with respect to any shares (or other securities) of any class of such Equity Interests (now or hereafter outstanding) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of Property to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, purchase agree or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares (or other securities) of any class of the capital stock or other Borrower’s Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding), or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its capital stock any shares (or other securities) of any class of the Borrower’s Equity InterestsInterests (now or hereafter outstanding); (b) except as set forth below, (all i) the Borrower will not, and will not permit any Subsidiary to, pay any portion of the Management Fee to NEG and (ii) the Borrower will not pay any NEG Guaranteed Payments (as defined in the NEG Holding Operating Agreement) pursuant to Section 6.5 of the NEG Holding Operating Agreement to NEG; (c) the Borrower will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment permitted in the documents and instruments memorializing such Subordinated Debt; (ii) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt which would violate the subordination provisions of such Subordinated Debt; or (iii) redeem, purchase or defease, any Subordinated Debt; and (d) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Partypurposes; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to that the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments shall be allowed to effect a dividend or distribution otherwise restricted by clauses (a) or (b) above (subject at all times, however, with respect to Intercompany Debtany payment of a Management Fee, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as limitations set forth in Section 7.2.13) if and only if, prior to payment of the proposed dividend or distribution, the Borrower delivers to each Agent a compliance certificate executed by an Authorized Officer of the U.S. Borrower furnished containing a statement to the Administrative Agent on effect that the date Borrower has not become aware of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists that has occurred or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borroweris continuing.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Original Closing Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such shares dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company's taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company or limited partnership, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member's taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: , (iA), in addition to distributions permitted pursuant to clause (a)(II) (x) above, any Subsidiary of the U.S. Borrower may declare and pay Dividends cash dividends and distributions to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower its equity holders and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromtherefrom and so long as the Borrower would be able to comply on a pro forma basis, (II) assuming such redemption or purchase occurred, with all of the aggregate amount covenants contained in this Agreement, the Borrower may redeem or purchase shares of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after its stock held by former employees of the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (Borrower or any part thereofof its Subsidiaries following their death, disability or the termination of their employment; (b) Borrower will not, and will not permit any of its Subsidiaries to: (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis continuing both before and after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such timepayment; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; andor (xivii) in addition to the actions permitted aboveredeem, the U.S. Borrower and its Subsidiaries may make Investments in (andpurchase or defease any Subordinated Debt other than Subordinated Debt held by a Target, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefromis continuing both before and after giving effect to such redemption, purchase or defeasance; and (IIc) Borrower will not, and will not permit any Subsidiary to, make any sinking fund payment or deposit for any of the foregoing purposes. (d) Notwithstanding anything else herein to the contrary, Borrower may redeem or receive Permitted Seller Equity in connection with a Permitted Asset Disposition. (e) Notwithstanding anything else herein to the contrary, Borrower may repurchase and redeem its common stock provided that (i) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect all such Investments repurchases shall made on and after the Restatement Third Amended and Restated Effective Date does shall not exceed $50,000,0001,716,000, (IIIii) after giving effect any offer to repurchase and any such Investmentsrepurchase shall be conducted in compliance with all applicable federal and state securities laws, redemptions and (iii) upon completion of such repurchase, such common stock repurchased shall be retired into treasury by Borrower. In addition to using cash to effectuate such repurchases, such repurchases of Borrower's common stock may also include common stock received by Borrower or its Subsidiaries as consideration for Permitted Equity Ownership Sales. For purposes of measuring the U.S. Borrower (A) would be in compliance effect of such repurchases on a pro forma basis with Section 9.13 as the aforementioned $1,716,000 cap, the value of the last common stock retired in a Permitted Equity Ownership Sale will be the average closing price of Borrower's common stock during the 30-trading day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all period immediately preceding such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerPermitted Equity Ownership Sale.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Original Amendment Effective Date: (a) neither Subsidiary Borrower will declare, nor will pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds, property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, purchase agree or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of such Subsidiary Borrower, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of such Subsidiary Borrower; provided, however, that the Subsidiary Borrowers may (i) make Distributions to the Parent to the extent that it is necessary to permit the Parent to pay taxes based on income and 103 franchise taxes and other similar licensure expenses and other actual and reasonable general administrative costs and expenses attributable to the operations of the Parent (including indemnity obligations payable to directors and officers of the Parent who have acted in good faith), (ii) make Distributions to the Parent to the extent it is necessary to permit the Parent to satisfy a consideration payment demand in respect of a Demand Capitalization Note and (iii) make a Distribution to the Parent to the extent necessary to make a Distribution declared by the Parent (but in no event exceeding the amount of such Distribution permitted to be made by the Parent pursuant to the succeeding clause (b)), so long as, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and the Distribution by the Parent is made at the time the Subsidiary Borrowers make their Distribution; (b) the Parent will not declare, pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of the Parent, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of the Parent; provided, however, that the Parent may declare, pay and make cash Distributions to, and the Parent (or any of its Subsidiaries) may purchase or redeem any shares of any class of the capital stock or other Equity Interests of Parent's Capital Stock held by, the Parent's stockholders in any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtFiscal Year, except that:so long as (i) both before and after giving effect to any such payment, purchase or redemption, no Default shall have occurred and be continuing, (ii) the Parent shall have delivered to the Administrative Agent (A) financial statements prepared on a pro forma basis to give effect to such Distribution, purchase or redemption for the period of four consecutive Fiscal Quarters ending with the Fiscal Quarter then last ended for which financial statements and the Compliance Certificate relating thereto have been delivered to the Administrative Agent pursuant to Section 8.1.1 of the Amended and Restated Credit Agreement or Section 8.1.1 and (B) a certificate of the Parent executed by its chief financial Authorized Officer demonstrating that the financial results reflected in such financial statements would comply with the requirements of Section 8.2.4 for the Fiscal Quarter in which such Distribution, purchase or redemption is to be made, and (iii) the aggregate amount of (A) such Distribution to be made by the Parent and its Subsidiaries pursuant to this clause (b), when added to the aggregate amount of all such Distributions during the Fiscal Year in which such Distribution would be made, does not exceed the amount set forth below opposite such Fiscal Year 104 Fiscal Year Amount ----------- ------ 2000 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 1999 Fiscal Year and (ii) $5,000,000 2001 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2000 Fiscal Year and (ii) $8,000,000 2002 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2001 Fiscal Year and (ii) $11,000,000 2003 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2002 Fiscal Year and (ii) $14,000,000 2004 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2003 Fiscal Year and (ii) $17,000,000 2005 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2004 Fiscal Year and (ii) $20,000,000; or (B) such purchase or redemption does not exceed the excess of (1) the sum of (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower $15,000,000 and (y) any non-Wholly-Owned Subsidiary 25% of Cumulative Excess Cash Flow over (2) the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding sum of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) the aggregate amount of Distributions made prior to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default such date and no Event of Default then exists or would result therefrom subsequent to January 1, 2000 by the Parent and its Subsidiaries and (IIy) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant the aggregate amount of all other purchases and redemptions consummated prior to such Dividend (directly purchase or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Partyredemption; providedprovided further, however, that, subject notwithstanding the immediately preceding proviso, the Parent and its Subsidiaries, during the period from November 30, 2001 to Section 9.01(c)(v)(but excluding) the later of January 31, 2003 and the date the Administrative Agent receives the Compliance Certificate for the fourth Fiscal Quarter of the 2002 Fiscal Year, may not make any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (payment, purchase or redemption, other than an Event purchases or redemptions of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) shares of any class of the preceding proviso and Parent's Capital Stock (b) the Bermuda Partnership Partners are (after giving effect to the receipt together with options or warrants in respect of any Dividend from Bermuda Partnershipthereof) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or officers, directors and employees of the U.S. Borrower Parent or any of its Subsidiaries following (or any of their respective estates or beneficiaries under such estates), in all cases upon the death, disability, retirement or termination of employment of such officers Persons, pursuant to a mandatory repurchase or employeesredemption provision under the terms of the stock option plan, provided stock subscription agreement, shareholder agreement or other agreement under which such shares of Capital Stock (and the options or warrants in respect of any thereof) were issued, that would satisfy the requirements of subclauses (i), (ii) and (iii) of the immediately preceding proviso; (c) neither Subsidiary Borrower will permit any of its Subsidiaries to declare, pay or make any Distribution with respect to any shares of Capital Stock (now or hereafter outstanding) of any such Subsidiary (other than (x) the only consideration paid with respect to any such shares held by the U.S. such Subsidiary Borrower in respect or any of such redemptions and/or purchases shall be cash, its Wholly Owned Subsidiaries and (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debtsuch shares which are shares of common stock, so long as the respective payment such Distribution is permitted to be made in accordance on a pro rata basis, consistent with the terms ownership interests in such shares of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant common stock, to the terms thereof solely through the issuance owners of additional such shares of such Qualified Preferred Stock rather than in cash; (ixcommon stock) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event or apply any of Default then exists its funds, property or would result therefromassets to the purchase, redemption, sinking fund or other retirement of, or agree to purchase or redeem, any Existing Senior Notesshares of any class of Capital Stock (now or hereafter outstanding) of any such Subsidiary, or warrants, options or other rights with respect to any Permitted Senior Notes and such shares of Capital Stock (now or hereafter outstanding) of any Permitted Refinancing Senior Notes may be refinanced with such Subsidiary (other than any Permitted Refinancing Senior Notes in accordance with the requirements such shares, warrants, options or other rights held by such Subsidiary Borrower or any of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(aits Wholly Owned Subsidiaries); (xiiid) in addition to the actions permitted aboveeach Borrower will not, the U.S. Borrower and will not permit any of its Subsidiaries may to (i) make Investments (and, without duplication, may repurchase any payment or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event prepayment of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence principal of any Indebtedness to finance same)Subordinated Debt (including any reimbursement obligation in respect of a letter of credit) or make any payment of interest on any Subordinated Debt on any day other than the stated, as scheduled date for such payment or prepayment set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to documents and instruments memorializing such Subordinated Debt, or which would violate the Administrative Agent on the date of subordination provisions applicable such InvestmentSubordinated Debt; or (ii) redeem, and such calculations shall show thatpurchase or defease, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. BorrowerSubordinated Debt; and (xive) in addition to the actions permitted aboveeach Borrower will not, the U.S. Borrower and will not permit any of its Subsidiaries may to, make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as deposit for any of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party will(a) The Borrower will not, nor and will not permit any Restricted Subsidiary to, declare, pay or make any payment, dividend, distribution or exchange (in cash, property or obligations) on or in respect of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any class of Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its Capital Stock or warrants to purchase its Capital Stock and (ii) splits or reclassifications of its Capital Stock into additional or other shares of its Capital Stock) or apply, or permit any Restricted Subsidiary to apply, any of its Subsidiaries tofunds, declare property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholdersexchange, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeemagree or permit any Subsidiary to purchase, retire, purchase redeem or otherwise acquire, directly or indirectly, for a considerationexchange, any shares of any class of its capital stock or other Equity Interests, Capital Stock (now or hereafter outstanding (outstanding) of the Borrower, or any warrants for or warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (IIoutstanding) of the preceding proviso and Borrower; (b) the Bermuda Partnership Partners are Borrower will not, and will not permit any Restricted Subsidiary to, (after giving effect to i) directly or indirectly make any payment or prepayment of principal of, or make any payment of interest on, any of the receipt Existing Senior Subordinated Notes on any day other than the stated, scheduled date for such payment or prepayment set forth in the documentation evidencing such Existing Senior Subordinated Notes or which would violate the subordination provisions of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); such Existing Senior Subordinated Notes, (ii) the U.S. Borrower may redeem redeem, purchase or purchase shares defease any Existing Senior Subordinated Notes or (iii) make any voluntary payment or prepayment of principal of, or options to purchasemake any voluntary prepayment of interest on, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower voluntarily redeem, purchase or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefromdefease, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date, neither the Borrower nor will permit any of its the MarkWest Inc. Subsidiaries towill declare, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, equity interests (now or hereafter outstanding (outstanding) of the Borrower or on any warrants for or warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary equity interests (now or hereafter outstanding (outstanding) of the Borrower or any options of the MarkWest Inc. Subsidiaries ("Restricted Payments") other than (a) dividends or distributions payable in its common stock or warrants or stock appreciation rights issued by such Person with respect to purchase its capital common stock or splitups or reclassifications of its stock into additional or other Equity Interestsshares of its common stock; (b) (all each Subsidiary of the foregoing “Dividends”) or Borrower may make any payments Restricted Payments to the Borrower and to Wholly-Owned Subsidiaries of the Borrower (and, in respect the case of any outstanding Intercompany Debta Restricted Payment by a non-wholly-owned Subsidiary of the Borrower, except that: (i) (x) to the Borrower and any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary to each other owner of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests equity interests of such SubsidiarySubsidiary on a pro rata basis based on their relative ownership interests); (c) provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists exists, the Borrower may declare or would result therefrompay cash dividends to its stockholders and purchase, (II) redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, provided, that the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after dividends, distributions and acquisitions for the Restatement Effective Date current and the preceding three Fiscal Quarters does not exceed the sum lesser of (xi) $50,000,000 and (y) the aggregate amount 50% of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date consolidated net income of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments for the current and the preceding three Fiscal Quarters or (ii) $2,000,000; and (d) with respect to activities required or permitted under the MarkWest 401(k) Plan, Borrower shall be permitted to purchase or redeem up to $1,000,000 in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount per annum of cash expended pursuant to this Section 9.06(xivshares of any class of capital stock (now or hereafter outstanding) to effect such Investments after of the Restatement Effective Date does Borrower on the open-market or held in Borrower's 401(k). The Borrower will not, and will not exceed $50,000,000permit any MarkWest Inc. Subsidiary to, (III) after giving effect to such Investmentsmake any deposit for any purchase, redemptions and repurchasesredemption, the U.S. Borrower (A) distribution or other payment that would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled prohibited by the U.S. Borrowerthis Section.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date: (a) the Borrower will not declare, nor will pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds, property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, purchase agree or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its capital stock any such shares of Capital Stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit PartyBorrower; provided, however, thatthat the Borrower may -95- 104 (i) make Distributions to the Parent to the extent that it is necessary to permit the Parent to pay taxes based on income and franchise taxes and other similar licensure expenses and other actual and reasonable general administrative costs and expenses attributable to the operations of the Parent; (ii) make Distributions to the Parent to the extent it is necessary to make payments of interest on the Series A Notes and Series B Notes on the regular scheduled dates therefor, subject so long as, immediately before and after giving effect thereto, no Default shall have occurred and be continuing; and (iii) make a Distribution to Section 9.01(c)(v), any the Parent to the extent necessary to make a Distribution declared by the Parent (but in no event exceeding the amount of such Dividend may Distribution permitted to be made by the Parent pursuant to the Bermuda Partnership notwithstanding the existence of an Event of Default succeeding clause (other than an Event of Default under Section 10.01 or 10.05b)) , so long as (a) as, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and the Bermuda Partnership complies with clause (II) of Distribution by the preceding proviso and Parent is so made at such time; (b) the Bermuda Partnership Partners are Parent will not declare, pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of the Parent, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of the Parent; provided, however, that the Parent may declare, pay and make cash Distributions to its stockholders in any Fiscal Year, so long as (i) both before and after giving effect to any such payment, no Default shall have occurred and be continuing, (ii) the receipt Parent shall have delivered to the Administrative Agent (A) financial statements prepared on a pro forma basis to give effect to such Distribution for the period of any Dividend from Bermuda Partnershipfour consecutive Fiscal Quarters ending with the Fiscal Quarter then last ended for which financial statements and the Compliance Certificate relating thereto have been delivered to the Administrative Agent pursuant to Sections 8.1.1 and (B) a certificate of the Parent executed by its chief financial or accounting Authorized Officer demonstrating that the financial results reflected in compliance such financial statements would comply with the requirements of Section 9.01(c8.2.4 for the Fiscal Quarter in which such Distribution is to be made, and (iii) the aggregate amount of such Distribution to be made by the Parent pursuant to this clause (b); , when added to the aggregate amount of all such Distributions during the Fiscal Year in which such Distribution would be made, does not exceed the amount set forth below opposite such Fiscal Year -96- 105 FISCAL YEAR AMOUNT ----------- ------ 1997 Fiscal Year $3,000,000 1998 Fiscal Year The lesser of (i) 15% of Net Income of the Parent for the 1997 Fiscal Year and (ii) $6,000,000 1999 Fiscal Year 15% of Net Income of the U.S. Parent for the 1998 Fiscal Year 2000 Fiscal Year and each 20% of Net Income of the Fiscal Year thereafter Parent for the immediately prior Fiscal Year (c) the Borrower may redeem will not permit any of its Subsidiaries to declare, pay or purchase make any Distribution with respect to any shares of, of Capital Stock (now or options hereafter outstanding) of any such Subsidiary (other than (x) with respect to purchase, U.S. Borrower Common Stock any such shares held by former officers or employees of the U.S. Borrower or any of its Wholly Owned Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, and (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debtsuch shares which are shares of common stock, so long as the respective payment such Distribution is permitted to be made in accordance on a pro rata basis, consistent with the terms ownership interests in such shares of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant common stock, to the terms thereof solely through the issuance owners of additional such shares of such Qualified Preferred Stock rather than in cash; (ixcommon stock) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event or apply any of Default then exists its funds, property or would result therefromassets to the purchase, redemption, sinking fund or other retirement of, or agree to purchase or redeem, any Existing Senior Notesshares of any class of Capital Stock (now or hereafter outstanding) of any such Subsidiary, or warrants, options or other rights with respect to any Permitted Senior Notes and such shares of Capital Stock (now or hereafter outstanding) of any Permitted Refinancing Senior Notes may be refinanced with such Subsidiary (other than any Permitted Refinancing Senior Notes in accordance with such shares, warrants, options or other rights held by the requirements Borrower or any of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(aits Wholly Owned Subsidiaries); (xiiid) in addition to the actions permitted above, the U.S. Borrower and its the Parent will not, and will not permit any of their respective Subsidiaries may to (i) make Investments (andany payment or prepayment of principal of, without duplicationor make any payment of interest on, may repurchase any Subordinated Debt on any day other than the stated, scheduled date for such payment or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as prepayment set forth in a certificate by an Authorized Officer the documents and instruments memorializing such Subordinated Debt, or which would violate the subordination provisions of such Subordinated Debt; or (ii) redeem, purchase or defease, any Subordinated Debt; and -97- 106 (e) the Borrower and the Parent will not, and will not permit any of their respective Subsidiaries to, make any deposit for any of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party will(a) The Borrower will not declare, nor will permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, Capital Stock (now or hereafter outstanding (outstanding) of the Borrower or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares Capital Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other Equity Interests)shares of its common stock) or apply, or set aside any funds for permit any of its Subsidiaries to apply, any of its funds, property or assets to the foregoing purposespurchase, and no Credit Agreement Party will redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its capital stock any shares of any class of Capital Stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”Borrower (collectively, "RESTRICTED PAYMENTS"); (b) or make The Borrower will not, and will not permit any payments in respect of any outstanding Intercompany Debt, except that:its Subsidiaries to (i) (x) make any Subsidiary payment or prepayment of the U.S. Borrower may pay Dividends to the U.S. Borrower principal of, or interest on, any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if Subordinated Notes (A) (I) no Specified Default and no Event on any day other than, in the case of Default then exists interest only, the stated, scheduled date for such payment of interest set forth in the applicable Subordinated Notes or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party in the applicable Subordinated Note Indenture, or (B) which would violate the terms of this Agreement or the subordination provisions of such Subordinated Note Indenture; or (ii) redeem, purchase or defease, any Subordinated Notes; and (c) the Borrower will not, and will not permit any Subsidiary making such Dividend is not a Credit Partyto, make any deposit for any of the foregoing purposes; providedPROVIDED, howeverHOWEVER, that, (d) notwithstanding the provisions of CLAUSE (a) above, subject the Borrower shall be permitted to Section 9.01(c)(v)make Restricted Payments in an aggregate amount not to exceed the sum of $50,000,000 plus 50% of positive net income accrued during the period (treated as one accounting period) from December 31, any such Dividend may be made 1997 to the Bermuda Partnership notwithstanding end of the existence most recent Fiscal Quarter for which financial statements have been delivered to the Administrative Agent plus the aggregate net proceeds received by the Borrower from the issuance or sale of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) Capital Stock subsequent to the Closing Date, so long as (aA) no Default shall have occurred and be continuing on the Bermuda Partnership complies with clause (II) date such Restricted Payment is declared or to be made, nor would a Default result from the making of the preceding proviso such Restricted Payment and (bB) the Bermuda Partnership Partners are (after giving effect to the receipt making of any Dividend from Bermuda Partnership) such Restricted Payment, the Borrower shall be in PRO FORMA compliance with the requirements covenants set forth in SECTION 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of Section 9.01(c);the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to CLAUSE (a) or CLAUSE (b) of SECTION 7.1.1; and (iie) notwithstanding the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees provisions of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that CLAUSE (xb) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments shall be permitted to (andi) redeem, without duplicationpurchase or defease the Subordinated Notes, may repurchase or redeem but only if (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (IA) no Default shall have occurred and be continuing on the date such redemption, purchase or Event of defeasance is to occur, nor would a Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (IIIB) after giving effect to such Investments, redemptions and repurchasesthereto, the U.S. Borrower (A) would will be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerSECTION 7.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date: (a) the Borrowers will not declare, nor will permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, Capital Stock (now or hereafter outstanding (outstanding) of the Borrowers or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares Capital Stock (now or hereafter outstanding) of the Borrowers (other Equity Interests), than dividends or set aside any funds for distributions payable to the US Borrower or any of the foregoing purposesUS Subsidiary Guarantors or in its common stock or non-cash dividend paying Qualified Preferred Stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other shares of its common stock) or apply, and no Credit Agreement Party will or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (outstanding) of the Borrowers, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its capital stock any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrowers (collectively, "Restricted Payments") other Equity Intereststhan pursuant to Section 9.2.6(c); (b) (all the US Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Partypurposes; provided, however, that, (c) if no Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, subject to Section 9.01(c)(v)nor would a Default result from the making of such Restricted Payment, any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default and (other than an Event of Default under Section 10.01 or 10.05i) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt making of any Dividend from Bermuda Partnership) such Restricted Payment the US Borrower shall be in pro forma compliance with the requirements covenants set forth in Section 9.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 9.01(c);9.1.1, and (ii) the U.S. US Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant have delivered to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in Agents a certificate by an Authorized Officer of demonstrating that the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show thatUS Borrower, after giving effect to the respective Investment making of such Restricted Payment, will be in pro forma compliance with the covenants set forth in clause (d) of Section 9.2.4 and certifying as to the accuracy of clause (c)(i) above, the US Borrower may: (1) purchase, redeem, acquire or otherwise retire for value shares of Capital Stock of the US Borrower held by officers or employees of the US Borrower or any of its Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by officers or employees (or their estates or beneficiaries under their estates), in all cases only upon death, disability, retirement, termination of employment or pursuant to the terms of such stock option plan or any other contemporaneous Investmentsagreement under which such shares of Capital Stock, options, related rights or similar securities were issued (collectively referred to as a "Redemption"), in an aggregate amount, in the case of this clause (c)(1) not to exceed $500,000 in any Fiscal Year and any Indebtedness being incurred $2,500,000 during the term of this Agreement, (2) exchange shares of Series E Preferred Stock of the US Borrower for shares of Series C Preferred Stock of the US Borrower pursuant to the Exchange Offer, (3) pay dividends on the Series B Preferred Stock, Series E Preferred Stock and Qualified Preferred Stock of the US Borrower at a rate of 10.0%, 8.5% and 8.5% per annum, respectively, (4) redeem preferred Capital Stock (excluding Series C Preferred Stock of the US Borrower), not to exceed $3,500,000 in connection therewiththe aggregate in each Fiscal Year, and, in addition, redeem preferred Capital Stock, not to exceed an amount equal to 50% of the U.S. Borrower would Net Equity Proceeds so long as such Net Equity Proceeds are not required to be permitted used to incur at least $1 of additional Indebtedness effect a prepayment pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market5.1.1(g), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem5) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as Subsidiary of the last day US Borrower may declare or pay dividends to any Borrower or any Wholly-owned Subsidiary of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. any Borrower.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof; (a) each of the Borrower and each Designated Guarantor will not, nor and will not permit any of their respective Subsidiaries to, declare, pay or make any dividend, distribution or exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Designated Guarantor or on any warrants, options or other rights with respect to any -83- shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or any Designated Guarantor (other than (i) dividends or distributions payable in its common stock or warrants to purchase its common stock and (ii) splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds, property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholdersexchange, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeemagree or permit any of its Subsidiaries to purchase, retire, purchase redeem or otherwise acquire, directly or indirectly, for a considerationexchange, any shares of any class of its capital stock or other Equity Interests, Capital Stock (now or hereafter outstanding (outstanding) of the Borrower or any warrants for or Designated Guarantor, warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (outstanding) of the Borrower or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity InterestsDesignated Guarantor; (b) (all each of the foregoing “Dividends”Borrower and each Designated Guarantor will not, and will not permit any of their respective Subsidiaries to, (i) make any payment or prepayment of principal of, or make any payments payment of interest on, any subordinated note (including any Senior Subordinated Note) on any day other than the stated, scheduled date for such payment or prepayment set forth in respect the documents and instruments memorializing such subordinated note, or which would violate the subordination provisions of such subordinated note, or (ii) redeem, purchase or defease any subordinated note (including any Senior Subordinated Note) (the foregoing prohibited acts referred to in CLAUSES (A) and (B) above are herein collectively referred to as "RESTRICTED PAYMENTS"); PROVIDED, HOWEVER, that (c) notwithstanding the provisions of CLAUSE (A) above, the Borrower and each Affiliate Guarantor shall be permitted to make Restricted Payments to DRI I (which shall in turn utilize all of any outstanding Intercompany Debtsuch Restricted Payment to make Restricted Payments to Holdings) and to Holdings, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends in each case to the U.S. Borrower or any Wholly-Owned Subsidiary of extent necessary to enable Holdings to pay interest on the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally Senior Subordinated Notes, so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no or Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making Restricted Payments referred to below are permitted to be paid at such Dividend is time under the Senior Subordinated Note Indenture and (ii) to allow Holdings to purchase, redeem or defease the Senior Subordinated Notes in an amount not a Credit Party; providedto exceed $20,000,000 from the Amendment Effective Date until the Stated Maturity Date of the New Term B Loans, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (IA) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 shall have occurred and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent be continuing on the date such Restricted Payment is declared or to be made, nor would a Default or an Event of Default result from the making of such InvestmentRestricted Payment, and such calculations shall show that, (B) after giving effect to the respective Investment making of such Restricted Payment, Holdings shall be in PRO FORMA compliance with the covenants set forth in SECTION 7.2.4 for the most recent fully ended Fiscal Quarter preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to CLAUSE (B) or (C) of SECTION 7.1.1, and any other contemporaneous Investments(iii) an Authorized Officer of Holdings shall have delivered a certificate to the Administrative Agent in form and any Indebtedness being incurred substance satisfactory to the Administrative Agent (including a calculation of Holdings' compliance with the covenants set forth in connection therewithSECTION 7.2.4) certifying as to the accuracy of SUBCLAUSES (I), and (II) above; (d) notwithstanding the provisions of CLAUSE (A) above, the U.S. Borrower would be permitted may from time to incur time and at least $1 any time distribute to the Parent Guarantors (subject to the security interest granted by the Borrower to the Administrative Agent for the benefit of additional Indebtedness pursuant the Secured Parties) all of the Borrower's (i) Intellectual Property Collateral (as defined in the Borrower Security Agreement) so long as the Parent Guarantors concurrently transfer such Intellectual Property Collateral to Section 9.04(a) at such time; provided thatXxxxx Xxxxx IP and, to the extent that such Investments constitute redemptions and/or repurchases they have not previously done so, Xxxxx Xxxxx IP and the Borrower enter into a royalty and license agreement (in form and substance reasonably satisfactory to the Agents) pursuant to which Xxxxx Xxxxx IP will permit the Borrower to use all Intellectual Property Collateral so transferred in consideration for the payment of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time a royalty to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. BorrowerXxxxx Xxxxx IP; and (xivii) rights under all or a portion of the Eligible Leases to which the Borrower is a party so long as the Parent Guarantors concurrently transfer such rights to Xxxxx Xxxxx Realty and, to the extent they have not previously done so, Xxxxx Xxxxx Realty and the Borrower enter into corresponding sublease agreements (in form and substance reasonably satisfactory to the Agents) pursuant to which Xxxxx Xxxxx Realty will sublease to the Borrower the realty that is the subject of such Eligible Leases in consideration for lease payments to Xxxxx Xxxxx Realty, in each case, so long as no Default or Event of default shall have occurred and be continuing; (e) notwithstanding the provisions of CLAUSE (A) above, (i) the Borrower shall be permitted to make Restricted Payments to Holdings and to DRI I (which may in turn utilize all or part of any such Restricted Payment to make Restricted Payments to Holdings) and (ii) each Affiliate Guarantor shall be permitted to make Restricted Payments to Holdings and to DRI I (which may in turn utilize all or part of any such Restricted Payment to make Restricted Payments to Holdings), in each case to the extent necessary to enable Holdings and DRI I (A) to pay their overhead expenses to the extent permitted under the Senior Subordinated Note Indenture as in effect on the Closing Date; PROVIDED, that the aggregate amount of Restricted Payments paid by the Borrower and the Affiliate Guarantors pursuant to this SUBCLAUSE (E)(I)(A) in addition any Fiscal Year shall not exceed $2,000,000; and (B) to pay their respective taxes based on income and franchise taxes and other similar licensure expenses; (f) notwithstanding the provisions of CLAUSE (A) above, (i) each Affiliate Guarantor shall be permitted to make Restricted Payments to the actions permitted above, Parent Guarantors so long as the U.S. Parent Guarantors concurrently transfer such Restricted Payments to the Borrower and its Subsidiaries may make Investments in as a capital contribution; (and, without duplication, may repurchase or redeemg) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (Ii) no Default or Event of Default then exists shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default or an Event of Default result therefromfrom the making of such Restricted Payment, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (IIIii) after giving effect to the making of such InvestmentsRestricted Payment, redemptions Holdings shall be in PRO FORMA compliance with the covenants set forth in SECTION 7.2.4 for the most recent fully ended Fiscal Quarter preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered pursuant to CLAUSE (B) or (C) of SECTION 7.1.1, and repurchases(iii) an Authorized Officer of Holdings shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of Holdings' compliance with the covenants set forth in SECTION 7.2.4 in reasonable detail) certifying as to the accuracy of SUBCLAUSES (I) and (II) above, the U.S. Borrower (A) would the Borrower shall be permitted to make Restricted Payments to Holdings and to DRI I (which shall in compliance on a pro forma basis with Section 9.13 as turn utilize all of the last day of the most recently completed Test Period for which financial statements are available any such Restricted Payment to make Restricted Payments to Holdings) and (B) each Affiliate Guarantor shall be permitted to make Restricted Payments to Holdings and to DRI I (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings), in each case to the extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings held by (x) any member of management of Holdings or any of its Subsidiaries pursuant to any management equity subscription agreement or stock option agreement, in each case as in effect on the Closing Date; PROVIDED, HOWEVER, that (A) the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed an amount equal to $2,000,000 in any twelve month period PLUS (B) the aggregate cash proceeds received by Holdings during such twelve month period from any reissuance of Capital Stock of Holdings by Holdings to members of management of Holdings or any of its Subsidiaries or (y) any Person; PROVIDED that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed an amount equal to $20,000,000; and (h) so long as (i) no Default or Event of Default shall have occurred and be continuing on the date such Restricted Payment is declared or to be made, nor would a Default or an Event of Default result from the making of such Restricted Payment, (ii) after giving effect to the making of such Restricted Payment, Holdings shall be in PRO FORMA compliance with the covenants set forth in SECTION 7.2.4 for the most recent fully ended Fiscal Quarter preceding the date of the making of such Restricted Payment for which the relevant financial information has not been delivered pursuant to CLAUSE (B) or (C) of SECTION 7.1.1, (iii) after giving effect to the making of such Restricted Payment, Holdings shall be in PRO FORMA compliance with a Leverage Ratio of less than $70,000,000 of unutilized ABL Commitments or equal to 2.00:1 and (IViv) an Authorized Officer of Holdings shall have delivered a certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent (including a calculation of Holdings' compliance with the covenants set forth in SECTION 7.2.4 in reasonable detail and SUBCLAUSE (III) above) certifying as to the accuracy of SUBCLAUSES (I), (II) and (III) above, (A) the Borrower shall be permitted to make Restricted Payments to Holdings and to DRI I (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings) and (B) each Affiliate Guarantor shall be permitted to make Restricted Payments to Holdings and to DRI I (which shall in turn utilize all of any such Restricted Payment to make Restricted Payments to Holdings), in each case to the extent necessary to enable Holdings to repurchase, redeem or otherwise acquire or retire for value any Capital Stock of Holdings held by any Person; PROVIDED, HOWEVER, that the aggregate price paid for all such Existing 2009 Senior Notes repurchased, redeemed, acquired or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by retired Capital Stock shall not exceed an amount equal to $20,000,000 from the U.S. BorrowerAmendment Effective Date until the Stated Maturity Date for the New Term B Loans.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof, nor Interim will not, and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of Interim or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares capital stock (now or hereafter outstanding) of Interim (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other Equity Interestsshares of its common stock), or set aside any funds for apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the foregoing purposespurchase, and no Credit Agreement Party will redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of Interim, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of Interim. Notwithstanding the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is there shall not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of exist an Event of Default which is continuing, (a) Interim may declare and pay dividends with respect to any fiscal year in an amount not to exceed 10% of Consolidated Net Income for such fiscal year; (b) any wholly owned (other than an Event with respect to directors' qualifying shares) Subsidiary of Default under Section 10.01 Interim may pay dividends or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) other distributions to Interim or any other such wholly owned Subsidiary of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c)Interim; (iic) the U.S. Borrower Interim may purchase or redeem or purchase shares of, or options make open market purchases of any class of capital stock in any fiscal year at an aggregate cost not to purchase, U.S. Borrower Common Stock held by former officers or employees exceed 7 1/2% of Consolidated Net Worth as at the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment end of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrowerfiscal year; and (xivd) Interim or a Subsidiary may purchase and repurchase certificates of membership interest in addition to Atrium (U.S.-B) LLC, a Subsidiary, as provided in the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerFinancing Transaction.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the ------------------------ Effective Date: (a) the Borrower will not declare, nor will pay or make any dividends or other distributions (in cash, property or obligations) on its capital stock or other equity interests (now or hereafter outstanding) of the Borrower (other than dividends payable in its own capital stock) or apply, or permit any of its Subsidiaries toto apply, any of its funds, property or assets to the payment, purchase, redemption, sinking fund or other retirement or acquisition of, or agree or permit any of its Subsidiaries to pay for, purchase, redeem, retire or acquire, any capital stock or other equity interests (including warrants and options) of the Borrower or any of its Subsidiaries or any Subordinated Debt, any Senior Notes or tax sharing payments, except that, so long as no Default has occurred and is ------ continuing, (i) the Borrower may pay the Preferred Dividends on the Preferred Stock commencing in the 1997 Fiscal Year in a maximum aggregate amount not to exceed $480,000 in any Fiscal Year and (ii) the Borrower may pay interest on the Senior Notes in accordance with the terms thereof as in effect on the Closing Date; (b) the Borrower will not permit any Subsidiary to declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to distributions on its stockholders, partners, members capital stock or other equity holders as suchinterests (other than, in the case of a corporation, dividends payable in its own capital stock) or redeem, retire, purchase repurchase or otherwise acquire, directly acquire or indirectly, for a consideration, retire any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or equity interests at any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests)time outstanding, or set aside pay any funds Indebtedness, except any Subsidiary may declare and pay distributions or dividends to the Borrower or to a Wholly- Owned Subsidiary of the Borrower; and (c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date, (a) except as set forth below, nor the Borrower will not declare and will not permit any Subsidiary to pay or make any dividend or distribution (in cash, property or obligations) on any shares (or other securities) of any class of the Borrower's Equity Interests (now or hereafter outstanding) or on any warrants, options or other rights with respect to any shares (or other securities) of any class of Equity Interests (now or hereafter outstanding) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of Property to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, purchase agree or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares (or other securities) of any class of the capital stock or other Borrower's Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding), or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its capital stock any shares (or other securities) of any class of the Borrower's Equity InterestsInterests (now or hereafter outstanding); (b) except as set forth below, (all i) the Borrower will not, and will not permit any Subsidiary to, pay any portion of the Management Fee to NEG and (ii) the Borrower will not, and will not permit NEG Holding to, pay any Guaranteed Payments to NEG; (c) the Borrower will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt, or which would violate the subordination provisions of such Subordinated Debt; or (ii) redeem, purchase or defease, any Subordinated Debt; and (d) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Partypurposes; provided, however, that, subject that the Borrower and its Subsidiaries shall be allowed to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 effect a dividend or 10.05) so long as distribution otherwise restricted by clauses (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are above (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares ofsubject at all times, or options to purchasehowever, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debtany payment of a Management Fee, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described limitations set forth in Section 9.08(a)(i)7.2.13) so long as (I) no Default or Event of Default then exists or would result therefromif and only if, (IIA) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis immediately after giving effect to such Investment dividend or distribution, the sum of the Borrower's (x) cash on hand at such time plus (y) Unused Availability hereunder at such time equals or exceeds ten percent (10%) of the then-current Borrowing Base and (B) prior to payment of the incurrence of any Indebtedness proposed dividend or distribution, the Borrower delivers to finance same), as set forth in the Administrative Agent a compliance certificate executed by an Authorized Officer of the U.S. Borrower furnished (I) showing (in reasonable detail and with appropriate calculations and computations in all respects satisfactory to the Administrative Agent on the date of such InvestmentAgent) compliance with clause (A) above and, both immediately before and such calculations shall show that, after giving effect to such dividend or distribution, with the respective Investment financial covenants set forth in Section 7.2.4. and Section 7.2.13, and (and any other contemporaneous InvestmentsII) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, containing a statement to the extent effect that such Investments constitute redemptions and/or repurchases the Borrower has not become aware of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then that has occurred or is continuing and that no Borrowing Base Deficiency exists or would result therefrom, (II) the aggregate amount of cash expended pursuant can be expected to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerexist.

Restricted Payments, etc. No Credit Agreement Party will(a) The Borrowers will not, nor and will not permit or cause any of its Subsidiaries to, directly or indirectly, declare or pay make any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiarydividend payment, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondistribution of cash, payment or delivery of property or cash to its stockholdersassets, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares in respect of any class of its capital stock or other Equity Interestsany warrants, now rights or hereafter outstanding (options to acquire its capital stock, or purchase, redeem, retire or otherwise acquire for value any shares of its capital stock or any warrants for warrants, rights or options or stock appreciation rights in respect of any of such shares or other Equity Interests)to acquire its capital stock, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debtforegoing, except that: (i) (x) any Subsidiary Kingsway may declare and make dividend payments or other distributions to holders of the U.S. Borrower its common stock, in cash or in shares of its common stock, and may pay Dividends to the U.S. Borrower purchase, redeem, retire or any Wholly-Owned Subsidiary otherwise acquire shares of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay its capital stock, in cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests kind, in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); each case provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (immediately after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares ofthereto, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, exist; and (IIii) the aggregate amount of cash expended pursuant to this Section 9.06(xiiieach wholly owned Subsidiary (except Partnership) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase Borrower may declare and make dividend payments or redemption (determined on a Pro Forma Basis after giving effect other distributions to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer Partnership or another wholly owned Subsidiary of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided thatBorrower, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notesnot prohibited under Applicable Law, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market)provided that, all such Existing Senior Notesimmediately after giving effect thereto, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefromexist; and (iii) Partnership may make distributions to its partners from available cash (provided that Partnership maintains its status as a "partnership" for Canadian tax purposes), (II) the in an aggregate amount not exceeding the tax liability of cash expended pursuant such partners actually due and owing Page 38 and that is attributable to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000their ownership interests in Partnership for each Financial Year, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower so long as (A) would be a certificate reasonably satisfactory to the Agent certified by the chief executive officer or chief financial officer of Kingsway is delivered to the Agent at least five Business Days prior to the payment of any such distributions demonstrating in compliance on a pro forma basis with Section 9.13 as reasonable detail such officer's good faith reasonable estimated tax liabilities of such partners attributable to their ownership interests in Partnership for the last day of the most recently completed Test Period related Financial Year for which financial statements are available the proposed distributions is required and (B) has not less than $70,000,000 a certificate of unutilized ABL Commitments KPMG Peat Marwick LLP (or other independent public accountants of nationally recognized standing), reasonably satisfactory in form and substance to the Agent, is delivered within 90 days after the end of each Financial Year for each Financial Year relating to all such distributions within such Financial Year, concurrently with the reports required to be delivered pursuant to Section 8.01(7) and (IV8), to the Administrative Agent, setting forth in detail the calculation of such amounts; provided, however, that if any such certificate demonstrates a lower tax liability that that which was anticipated and upon which distributions were paid to such partners, any future payment of distributions hereunder shall be decreased in an amount equal to the excess amount paid in respect of taxes during the prior Financial Year; (b) all such Existing 2009 Senior Notes The Borrowers will not, and will not permit or Existing 2010 Senior Notes so repurchased cause any of its Subsidiaries to, make (or redeemed are promptly cancelled by give any notice in respect of) any voluntary or optional payment or prepayment of principal on any Subordinated Indebtedness, or directly or indirectly make any redemption (including pursuant to any change of control provision), retirement, defeasance or other acquisition for value of any Subordinated Indebtedness, or make any deposit or otherwise set aside funds for any of the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date: (a) neither Subsidiary Borrower will declare, nor will pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds, property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, purchase agree or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock Capital Stock (now or other Equity Interests of any direct or indirect parent hereafter outstanding) of such Subsidiary Borrower, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interestsoutstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit PartyBorrower; provided, however, that, subject that the Subsidiary Borrowers may (i) make Distributions to Section 9.01(c)(vthe Parent to the extent that it is necessary to permit the Parent to pay taxes based on income and franchise taxes and other similar licensure expenses and other actual and reasonable general administrative costs and expenses attributable to the operations of the Parent (including indemnity obligations payable to directors and officers of the Parent who have acted in good faith), any (ii) make Distributions to the Parent to the extent it is necessary to permit the Parent to satisfy a payment demand in respect of a Demand Capitalization Note and (iii) make a Distribution to the Parent to the extent necessary to make a Distribution declared by the Parent (but in no event exceeding the amount of such Dividend may Distribution permitted to be made by the Parent pursuant to the Bermuda Partnership notwithstanding the existence of an Event of Default succeeding clause (other than an Event of Default under Section 10.01 or 10.05) b)), so long as (a) as, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and the Bermuda Partnership complies with clause (II) of Distribution by the preceding proviso and Parent is made at the time the Subsidiary Borrowers make their Distribution; (b) the Bermuda Partnership Partners are Parent will not declare, pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of the Parent, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of the Parent; provided, however, that the Parent may declare, pay and make cash Distributions to its stockholders in any Fiscal Year, so long as (i) both before and after giving effect to any such payment, no Default shall have occurred and be continuing, (ii) the receipt Parent shall have delivered to the Administrative Agent (A) financial statements prepared on a pro forma basis to give effect to such -96- 105 Distribution for the period of any Dividend from Bermuda Partnershipfour consecutive Fiscal Quarters ending with the Fiscal Quarter then last ended for which financial statements and the Compliance Certificate relating thereto have been delivered to the Administrative Agent pursuant to Sections 8.1.1 and (B) a certificate of the Parent executed by its chief financial Authorized Officer demonstrating that the financial results reflected in compliance such financial statements would comply with the requirements of Section 9.01(c8.2.4 for the Fiscal Quarter in which such Distribution is to be made, and (iii) the aggregate amount of such Distribution to be made by the Parent pursuant to this clause (b); , when added to the aggregate amount of all such Distributions during the Fiscal Year in which such Distribution would be made, does not exceed the amount set forth below opposite such Fiscal Year Fiscal Year Amount ----------- ------ 1998 Fiscal Year $1,000,000 1999 Fiscal Year and each The lesser of (i) 25% of Fiscal Year thereafter Excess Cash Flow for the 1998 Fiscal Year and (ii) $2,000,000 2000 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the U.S. 1999 Fiscal Year and (ii) $4,000,000 2001 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2000 Fiscal Year and (ii) $6,000,000 2002 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2001 Fiscal Year and (ii) $8,000,000 (c) neither Subsidiary Borrower may redeem will permit any of its Subsidiaries to declare, pay or purchase make any Distribution with respect to any shares of, of Capital Stock (now or options hereafter outstanding) of any such Subsidiary (other than (x) with respect to purchase, U.S. Borrower Common Stock any such shares held by former officers or employees of the U.S. such Subsidiary Borrower or any of its Wholly Owned Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, and (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debtsuch shares which are shares of common stock, so long as the respective payment such Distribution is permitted to be made in accordance on a pro rata basis, consistent with the terms ownership interests in such shares of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant common stock, to the terms thereof solely through the issuance owners of additional such shares of such Qualified Preferred Stock rather than in cash; (ixcommon stock) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event or apply any of Default then exists its funds, property or would result therefromassets to the purchase, redemption, sinking fund or other retirement of, or agree to purchase or redeem, any Existing Senior Notesshares of any class of Capital Stock (now or hereafter outstanding) of any such Subsidiary, or warrants, options or other rights with respect to any Permitted Senior Notes and such shares of Capital Stock (now or hereafter outstanding) of any Permitted Refinancing Senior Notes may be refinanced with such Subsidiary (other than any Permitted Refinancing Senior Notes in accordance with the requirements such shares, warrants, options or other rights held by such Subsidiary Borrower or any of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(aits Wholly Owned Subsidiaries); (xiiid) in addition to the actions permitted aboveeach Borrower will not, the U.S. Borrower and will not permit any of its Subsidiaries may to (i) make Investments (and, without duplication, may repurchase any payment or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event prepayment of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence principal of any Indebtedness to finance same)Subordinated Debt (including any reimbursement obligation in respect of a letter of credit) or make any payment of interest on any Subordinated Debt on any day other than the stated, as scheduled date for such payment or prepayment set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to documents and instruments memorializing such Subordinated Debt, or which would violate the Administrative Agent on the date of subordination provisions applicable such InvestmentSubordinated Debt; or -97- 106 (ii) redeem, and such calculations shall show thatpurchase or defease, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. BorrowerSubordinated Debt; and (xive) in addition to the actions permitted aboveeach Borrower will not, the U.S. Borrower and will not permit any of its Subsidiaries may to, make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as deposit for any of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof: (a) the Borrower will not declare, nor pay or make any dividend, distribution or exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splits or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase, redeem or exchange, any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower, warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower; (b) the Borrower will not pay or otherwise reimburse (in cash, property or obligations) any obligation arising under or in respect of the Seller Note and will not apply or permit any of its Subsidiaries to apply any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of the Seller Note; and (c) the Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds deposit for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding purposes (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”prohibited acts referred to in clauses (a), (b) or make any payments in respect of any outstanding Intercompany Debt, except that: (ic) (x) any Subsidiary of the U.S. Borrower may pay Dividends above are herein collectively referred to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary"Restricted Payments"); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, (d) notwithstanding the provisions of clause (a) above, subject the Borrower shall be permitted to Section 9.01(c)(v), any such Dividend may be made make Restricted Payments to Holdco to the Bermuda Partnership notwithstanding extent necessary to enable Holdco to (i) pay its overhead expenses in an amount not to exceed $250,000 in the existence of an Event of Default aggregate in any Fiscal Year, (other than an Event of Default under Section 10.01 or 10.05ii) pay its taxes and (iii) so long as (aA) no Default shall have occurred and be continuing on the Bermuda Partnership complies with clause date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (IIB) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt making of any Dividend from Bermuda Partnership) such Restricted Payment the Borrower shall be in pro forma compliance with the requirements covenants set forth in Section 7.2.4 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 9.01(c); 7.1.1, and (iiC) an Authorized Officer of the U.S. Borrower may redeem or purchase shares ofshall have delivered a certificate to the Agents in form and substance satisfactory to the Agents (including a calculation of the compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses (d)(iii)(A) and (d)(iii)(B) above, or options to purchase, U.S. redeem, acquire or otherwise retire for value shares of Capital Stock of Holdco or Preferred Stock of the Borrower Common Stock held by former directors, officers or employees of Holdco or the U.S. Borrower or any of its Subsidiaries following the Subsidiaries, or options on any such shares or related stock appreciation rights or similar securities owned by such directors, officers or employees (or their estates of beneficiaries under their estates), in all cases only upon death, disability, retirement or retirement, termination of employment or pursuant to the terms of such officers stock option plan or employeesany other agreement under which such shares of Capital Stock, provided options, related rights or similar securities were issued (collectively referred to as a "Redemption") or to pay principal of, or interest on, notes issued by Holdco as permitted under Section 5.9(d) of the Holdco Pledge Agreement, in an aggregate amount, in the case of this clause (d)(iii), not to exceed $1,000,000 in any Fiscal Year; provided, that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) can carry forward to each succeeding Fiscal Year the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall Restricted Payments permitted (but not exceed $2,000,000 in any Fiscal Year of Holdings, and (zmade) at the time of any redemption or purchase pursuant to this clause (d)(iii) in prior Fiscal Years, with up to a maximum amount of $3,000,000 over the term of this Agreement of the sum of (I) Restricted Payments permitted to be made pursuant to this clause (d)(iii) and (II) the outstanding face amount of notes and other consideration issued by Holdco pursuant to Section 9.06(ii), no Specified Default or Event 5.9(d) of Default shall then exist or result therefromthe Holdco Pledge Agreement; (iiie) [Reserved]; notwithstanding the provisions of clause (iva) [Reserved]; above, the Borrower shall be permitted to make Restricted Payments to Holdco to the extent necessary to enable Holdco to (vi) [Reserved]; pay from and after January 1, 2000, accrued and scheduled interest which is due and payable under the Seller Note and (viii) pay from and after January 1, 2002, principal which is due and payable under Section 2 of the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany DebtSeller Note, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; each case (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (IA) no Default shall have occurred and be continuing on the date such Restricted Payment is declared or Event to be made, nor would a Default result from (or reasonably be expected to result from) the making of Default then exists or would result therefromsuch Restricted Payment, (IIB) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to after giving effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any making of such Investment (or any part thereof) is made Restricted Payment the Borrower shall be in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of pro forma compliance with the covenants set forth in Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) 7.2.4 for the Calculation Period most recently ended prior to recent full Fiscal Quarter immediately preceding the date of the respective repurchase payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or redemption clause (determined on a Pro Forma Basis b) of Section 7.1.1, (C) after giving effect to the making of such Investment Restricted Payment, the Leverage Ratio on such pro forma basis is no greater than 2:1 for each of the two most recent Fiscal Quarters immediately preceding the date of payment of such Restricted Payment, and the incurrence of any Indebtedness to finance same), as set forth in a certificate by (D) an Authorized Officer of the U.S. Borrower furnished shall have delivered a certificate to the Administrative Agent on the date of such Investment, Agents in form and such calculations shall show that, after giving effect substance satisfactory to the respective Investment Agents (and any other contemporaneous Investmentsincluding a calculation of the compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses (e)(A), (e)(B) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a(e)(C) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrowerabove; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (IIf) the aggregate amount Borrower shall be permitted to make Restricted Payments on the Closing Date of cash expended pursuant to this Section 9.06(xiv) the type required to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, transactions described in the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerrecitals hereto.

Restricted Payments, etc. No Credit Agreement Party will, On and at all times after the date hereof (a) neither Greektown Holdings nor will permit any of its Subsidiaries toshall declare, declare pay or pay make any dividends dividend or distribution (in cash, property or obligations) on any Equity Interest (now or hereafter outstanding) of Greektown Holdings or its Subsidiaries or on any warrants, options or other rights with respect to any Equity Interests (now or hereafter outstanding) of Greektown Holdings or its Subsidiaries (other than dividends or distributions payable solely in non-redeemable common stock its Equity Interests or comparable common equity interests warrants to purchase its Equity Interests or splitups or reclassifications of the U.S. Borrower its Equity Interests into additional or any such Subsidiary, as the case may beother shares of its Equity Interests) or return apply any equity capital toof its funds, its stockholdersproperty or assets to the purchase, partnersredemption, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery retirement of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, Interests (now or hereafter outstanding (outstanding) of Greektown Holdings or any warrants for its Subsidiaries, or warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding outstanding) of Greektown Holdings or its Subsidiaries; (or any options or warrants or stock appreciation rights issued by such Person with respect to b) Except as set forth in the Budget, Greektown Holdings will not and will not permit its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that:Subsidiaries to (i) make any payment or prepayment of principal of, or make any payment of interest on, the Senior Notes or the Indebtedness under items (xii) and (iii) of clause (a) of Section 8.2.2 or any Subsidiary subordinated debt; or (ii) redeem, purchase or defease, the Senior Notes or the Indebtedness under items (ii) or (iii) of clause (a) of Section 8.2.2 or any subordinated debt or make any payment for purposes of funding any of the U.S. Borrower may pay Dividends foregoing; (the foregoing prohibited acts referred to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower in clauses (a) and (yb) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends being herein collectively referred to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary“Restricted Payments”); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership (c) notwithstanding the existence provisions of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as clause (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations Greektown Holdings shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant cause the Operating Company to Section 9.04(a) at such time; provided that, make Restricted Payments to Greektown Holdings in the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time amount required to time (whether redeemed in accordance with make the terms of payments due under the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerLoan Documents.

Restricted Payments, etc. No Credit Agreement Party willThe Borrower will not (notwithstanding the terms of any Organic Document) declare, nor pay or make on any of their equity interests (or any warrants, options or other rights with respect thereto) any dividend or distribution, whether in cash, property or obligations (other than dividends or distributions payable in its common stock or other equity interests, warrants to purchase its common stock or other equity interests or split-ups or reclassifications of its stock or other equity interests into additional or other shares of its common stock), or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, any such equity interests (or any options, warrants or other rights with respect thereto); the Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds deposit for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however: The Borrower may pay dividends or may redeem or repurchase any of its capital stock, provided, that, subject as to Section 9.01(c)(v), any payment of such Dividend may dividend or for such redemption or repurchase each of the following conditions is satisfied: (1) such payment shall be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cashfunds legally available therefor, (y2) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases dividend or redemption or repurchase shall not exceed $2,000,000 in violate any Fiscal Year of Holdings, and (z) at the time of any redemption law or purchase pursuant to this Section 9.06(ii), no Specified Default regulation or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of any indenture, agreement or undertaking to which the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) Borrower is a party or by which the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromproperties are bound, (II3) the aggregate amount as of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase payment of such dividend or redemption (determined on a Pro Forma Basis or repurchase and after giving effect to such Investment thereto, no Default shall exist or have occurred; and the incurrence of any Indebtedness to finance same), as set forth (4) in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available redemption or repurchase and (B) has after giving effect thereto, the Excess Availability, as of the date of any such payment and after giving effect thereto, shall be not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower25,000,000.

Restricted Payments, etc. No Credit Agreement Party will, On and at all times after the date hereof: (a) neither Greektown Holdings nor will permit any of its Subsidiaries toshall declare, declare pay or pay make any dividends dividend or distribution (in cash, property or obligations) on any Equity Interest (now or hereafter outstanding) of Greektown Holdings or its Subsidiaries or on any warrants, options or other rights with respect to any Equity Interests (now or hereafter outstanding) of Greektown Holdings or its Subsidiaries (other than dividends or distributions payable solely in non-redeemable common stock its Equity Interests or comparable common equity interests warrants to purchase its Equity Interests or splitups or reclassifications of the U.S. Borrower its Equity Interests into additional or any such Subsidiary, as the case may beother shares of its Equity Interests) or return apply any equity capital toof its funds, its stockholdersproperty or assets to the purchase, partnersredemption, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery retirement of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, Interests (now or hereafter outstanding (outstanding) of Greektown Holdings or any warrants for its Subsidiaries, or warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding outstanding) of Greektown Holdings or its Subsidiaries; (or any options or warrants or stock appreciation rights issued by such Person with respect to b) Except as set forth in the Budget, Greektown Holdings will not and will not permit its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that:Subsidiaries to (i) make any payment or prepayment of principal of, or make any payment of interest on, the Senior Notes or the Indebtedness under items (xii) and (iii) of clause (a) of Section 8.2.2 or any Subsidiary subordinated debt; or (ii) redeem, purchase or defease, the Senior Notes or the Indebtedness under items (ii) or (iii) of clause (a) of Section 8.2.2 or any subordinated debt or make any payment for purposes of funding any of the U.S. Borrower may pay Dividends foregoing; (the foregoing prohibited acts referred to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower in clauses (a) and (yb) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends being herein collectively referred to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary“Restricted Payments”); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership (c) notwithstanding the existence provisions of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as clause (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations Greektown Holdings shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant cause the Operating Company to Section 9.04(a) at such time; provided that, make Restricted Payments to Greektown Holdings in the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time amount required to time (whether redeemed in accordance with make the terms of payments due under the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerLoan Documents.

Restricted Payments, etc. No Credit Agreement Party will(a) On and at all times after the Effective Date, nor the Borrower (i) will permit any of its Subsidiaries tonot declare, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or split-ups or reclassifications of its stock into additional or other Equity Interests)shares of its common stock) or apply, or set aside any funds for permit any of its Subsidiaries to apply, any of its funds, property or assets to the foregoing purposespurchase, and no Credit Agreement Party will redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (IIhereafter outstanding) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xivii) will not, and will not permit any of its Subsidiaries to, make any deposit for any of the purposes described in addition the preceding clause (a)(i). (b) On and at all times after the Effective Date, the Parent (i) will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Parent or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Parent (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or split-ups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the actions permitted abovepurchase, the U.S. Borrower redemption, sinking fund or other (ii) will not, and will not permit any of its Subsidiaries may to, make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as deposit for any of the last day of purposes described in the most recently completed Test Period for which financial statements are available and preceding clause (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerb)(i).

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof, nor the Borrower will not, and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other Equity Interestsshares of its common stock), or set aside any funds for apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the foregoing purposespurchase, and no Credit Agreement Party will redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the Borrower. Notwithstanding the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is there shall not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of exist an Event of Default which is continuing, (a) any wholly owned (other than an Event of Default under Section 10.01 or 10.05with respect to directors' qualifying shares) so long as (a) the Bermuda Partnership complies with clause (II) Subsidiary of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect Borrower may pay dividends or other distributions to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of other such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms wholly owned Subsidiary of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (IIb) the Borrower may purchase or redeem or make open market purchases of any class of capital stock in any fiscal year at an aggregate amount cost not to exceed 1% of cash expended pursuant to this Section 9.06(xiv) to effect Consolidated Net Worth as at the end of such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerfiscal year.

Restricted Payments, etc. No Credit Agreement Party will(a) The Borrowers will not, nor and will not permit any of its their Subsidiaries to, declare make any Restricted Payment; provided, however, that prior to the entry of the Final Order, each Subsidiary of FairPoint may continue to pay Dividends to its direct parent in the ordinary course of business consistent with past practices (and the Lenders, the Administrative Agent and the Borrowers agree to negotiate in good faith the terms and conditions on which Dividends may be paid by Subsidiaries following the entry of the Final Order). (b) The Borrowers will not, and will not permit any of their Subsidiaries to, create or otherwise cause or suffer to exist (other than as a result of a requirement of law) any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Indebtedness owed to a Borrower or any such Subsidiary, as the case may be(b) make loans or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash advances to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (Borrower or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests)Subsidiary, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit (c) transfer any of its Subsidiaries properties or assets to purchase a Borrower or otherwise acquire for a consideration any shares Subsidiary or (B) the ability of any class Subsidiary to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than (for purposes of clauses (A) and (B)) prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) law, order, regulation, or ruling applicable to a Borrower or such Subsidiary; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests assets of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment such sale or disposition is permitted to be made in accordance with under this Agreement; and (v) Liens permitted under Sections 7.03(d) and any documents or instruments governing the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued any Indebtedness or other obligations secured by it pursuant any such Liens; provided that such prohibitions or restrictions apply only to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect assets subject to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerLiens.

Restricted Payments, etc. No Credit Agreement Party will(a) Neither Operations nor Thrifty will declare, nor will pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds, property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, purchase agree or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of Operations or Thrifty, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of Operations or Thrifty; provided, however, that Operations and Thrifty may (i) make Distributions to the Borrower to the extent that it is necessary to permit the Borrower to pay taxes based on income and franchise taxes and other similar licensure expenses and other actual and reasonable general administrative costs and expenses attributable to the operations of the Borrower (including indemnity obligations payable to directors and officers of the Borrower who have acted in good faith), (ii) make Distributions to the Borrower to the extent it is necessary to permit the Borrower to satisfy a consideration payment demand in respect of a Demand Capitalization Note, (iii) make Distributions to the Borrower to the extent necessary to satisfy its obligations under the Loan Documents and other Indebtedness permitted to be incurred by it hereunder and (iv) make a Distribution to the Borrower to the extent necessary to enable the Borrower to (A) make a Distribution declared by the Borrower (but in no event exceeding the amount of such Distribution permitted to be made by the Borrower pursuant to the succeeding clause (b)) or (B) purchase or redeem any shares of any class of the capital stock Borrower’s Capital Stock or warrants, options or other Equity Interests of any direct or indirect parent rights with respect thereto held by the Borrower’s stockholders (but in no event exceeding the amount of such Subsidiary purchase or redemption permitted to be made by the Borrower pursuant to the succeeding clause (b)), in each case, so long as, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and the Distribution or the purchase or redemption, as applicable, to be made by the Borrower is made at the time Operations or Thrifty make their Distribution; (b) the Borrower will not declare, pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding (outstanding) or on any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its capital stock Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interestsretirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) (all of the foregoing “Dividends”Borrower, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit PartyBorrower; provided, however, thatthat the Borrower may declare, subject to Section 9.01(c)(v)pay and make cash Distributions to, and the Borrower (or any such Dividend of its Subsidiaries) may be made to purchase or redeem any shares of any class of the Bermuda Partnership notwithstanding Borrower’s Capital Stock or warrants, options or other rights with respect thereto held by, the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) Borrower’s stockholders in any Fiscal Year, so long as as (ai) the Bermuda Partnership complies with clause (II) of the preceding proviso both before and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c);such payment, purchase or redemption, no Default shall have occurred and be continuing, (ii) the U.S. Borrower may redeem or purchase shares aggregate amount of, or options (A) all Distributions to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid be made by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiiiclause (b) to effect such Investments after the Restatement Effective Date does not exceed the sum of (xI) $50,000,000 and 10,000,000 plus (yII) 50% of Cumulative Adjusted Net Income at such time (it being understood that if the Cumulative Adjusted Net Income is less than zero, then minus 100% of such loss); (B) the aggregate amount of Retained Excess Cash Flow Amount at such purchases and redemptions in any Fiscal Year does not exceed $95,000,000 and in the time such Investment is made and aggregate since January 1, 2007 does not exceed $190,000,000; provided that (IIIx) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations there shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 100,000,000 of additional Indebtedness pursuant to Section 9.04(a) Unrestricted Cash on hand at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 consolidated basis) as of the last day of the calendar month most recently completed Test Period for which financial statements are available prior to such purchase or redemption and (By) has after giving pro forma effect to such purchase or redemption, there shall be at least $100,000,000 of Unrestricted Cash on hand at the Borrower and its Subsidiaries (on a consolidated basis) as of the date of such purchase or redemption; (c) the Borrower will not less permit any Subsidiaries of Operations or Thrifty to declare, pay or make any Distribution with respect to any shares of Capital Stock (now or hereafter outstanding) of any such Subsidiary (other than $70,000,000 (x) with respect to any such shares held by Operations or Thrifty or any of unutilized ABL Commitments their respective Wholly Owned Subsidiaries and (IVy) all with respect to such Existing 2009 Senior Notes shares which are shares of common stock, so long as such Distribution is made on a pro rata basis, consistent with the ownership interests in such shares of common stock, to the owners of such shares of common stock) or Existing 2010 Senior Notes so repurchased apply any of its funds, property or redeemed are promptly cancelled assets to the purchase, redemption, sinking fund or other retirement of, or agree to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of any such Subsidiary, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of any such Subsidiary (other than any such shares, warrants, options or other rights held by Operations or Thrifty or any of their respective Wholly Owned Subsidiaries); (d) the U.S. BorrowerBorrower will not, and will not permit any of its Subsidiaries to (i) make any payment or prepayment of principal of any Subordinated Debt (including any reimbursement obligation in respect of a letter of credit) or make any payment of interest on any Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt, or which would violate the subordination provisions applicable such Subordinated Debt; or (ii) redeem, purchase or defease, any Subordinated Debt; and (e) the Borrower will not, and will not permit any of its Subsidiaries to, make any deposit for any of the foregoing purposes.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the ------------------------ Effective Date: (a) the Borrower will not declare, nor will pay or make any dividends or other distributions (in cash, property or obligations) on its capital stock or other equity interests (now or hereafter outstanding) of the Borrower (other than dividends payable in its own capital stock) or apply, or permit any of its Subsidiaries toto apply, any of its funds, property or assets to the payment, purchase, redemption, sinking fund or other retirement or acquisition of, or agree or permit any of its Subsidiaries to pay for, purchase, redeem, retire or acquire, any capital stock or other equity interests (including warrants and options) of the Borrower or any of its Subsidiaries or any Subordinated Debt, any Senior Unsecured Notes or tax sharing payments, except that, so long as no Default has occurred and is ------ continuing, (i) the Borrower may pay the Preferred Dividends on the Preferred Stock commencing in the 1997 Fiscal Year in a maximum aggregate amount not to exceed $480,000 in any Fiscal Year and (ii) the Borrower may pay interest on the Senior Unsecured Notes in accordance with the terms thereof as in effect on the Closing Date; (b) the Borrower will not permit any Subsidiary to declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to distributions on its stockholders, partners, members capital stock or other equity holders as suchinterests (other than, in the case of a corporation, dividends payable in its own capital stock) or redeem, retire, purchase repurchase or otherwise acquire, directly acquire or indirectly, for a consideration, retire any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or equity interests at any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests)time outstanding, or set aside pay any funds Indebtedness, except any Subsidiary may declare and pay distributions or dividends to the Borrower or to a Wholly- Owned Subsidiary of the Borrower; and (c) the Borrower will not, and will not permit any Subsidiary to, make any deposit for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.

Restricted Payments, etc. No Credit Agreement Party will(a) On and at all times after the Effective Date, nor CPG will permit not declare, pay or make any dividend or distribution (in cash, property or obligations) on any units of its Subsidiaries to, declare membership interests (now or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may behereafter outstanding) or return on any equity capital towarrants, options or other rights with respect to any units of its stockholders, partners, members membership interests or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interestsinterests, now or hereafter outstanding (other than dividends or distributions payable in its membership interests or warrants to purchase its membership interests or splitups or reclassifications of its membership interests into additional or other units of its membership interests) or apply or permit any warrants for Subsidiary to apply any of its funds, property or options assets to the purchase, redemption, sinking fund or stock appreciation rights in respect other retirement of any units of such shares CPG's membership interests (now or other Equity Interestshereafter outstanding), or set aside any funds for any of the foregoing purposeswarrants, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock options or other Equity Interests rights with respect to any units of any direct or indirect parent of such Subsidiary CPG's membership interests (now or hereafter outstanding outstanding), provided however that (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interestsi) Tax Distributions are permitted; (all ii) none of the foregoing “Dividends”Borrowers and none of their Subsidiaries will (A) make any payment or prepayment of principal of, or make any payments in respect payment of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v)interest on, any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (Subordinated Debt on any day other than an Event of Default under Section 10.01 the stated, scheduled date for such payment or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as prepayment set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of documents and instruments memorializing such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior NotesSubordinated Debt, as the case may be, so repurchased or redeemed are promptly cancelled by which would violate the U.S. Borrowersubordination provisions of such Subordinated Debt, as the case may be, (B) redeem, purchase or defease any Subordinated Debt; andand (iii) none of the Borrowers and none of their Subsidiaries will make any deposit for any of the foregoing purposes. (xivi) in addition The Administrative Agent and the other Lender Parties hereby for all purposes consent to the actions permitted abovetransfer by Copano General Partners, Inc., of its equity interest in Copano/Xxxx-Xxxxx Pipeline, Inc, a Delaware corporation ("Xxxx-Xxxxx"), to Copano Holdings; to the U.S. Borrower and its Subsidiaries may make Investments in (andend that, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) immediately after giving effect to such Investmentstransfer, redemptions all equity interests in Xxxx-Xxxxx, shall be held, directly by Copano Holdings, free and repurchases, the U.S. Borrower (A) would be clear of any Liens or encumbrances in compliance on a pro forma basis with Section 9.13 as favor of the last day Administrative Agent or the Lender Parties created by the Security Documents. Each of the most recently completed Test Period Lender Parties further waives any Default under the Existing Credit Agreement or any Default hereunder, in each case that may result from the transactions set forth in this Section 7.2.6(b)(i). (ii) The Administrative Agent and the other Lender Parties hereby release Xxxx-Xxxxx from all obligations or liabilities under its Guaranty previously executed by Xxxx- Xxxxx under the Existing Credit Agreement. The Administrative Agent and the other Lender Parties hereby release and terminate all Liens, security interests, pledges, claims or encumbrances held by it or for which financial statements are available its benefit in any ownership interests or other securities of Xxxx-Xxxxx (whether in the form of shares of stock or otherwise) and any assets of Xxxx-Xxxxx, whether under any Pledge Agreement in respect of ownership interests in, or securities of, Xxxx-Xxxxx, or any Security Agreement or Mortgage relating to any assets of any Xxxx-Xxxxx or any other Security Document (B) has not less than $70,000,000 of unutilized ABL Commitments as defined in the Existing Credit Agreement). The Administrative Agent and (IV) the Lender Parties will, at the Borrowers' cost and expense, take all such further actions as any Borrower may reasonably request to cancel and terminate all such Security Documents, and terminate any financing statements, mortgages, deeds of trust or other security documents or instruments executed in connection therewith that relate to Xxxx-Xxxxx or its assets, and will take all such further actions as may reasonably be requested by any Borrower to evidence or give effect to the release and termination of such liabilities and Obligations. (iii) Xxxx-Xxxxx shall hereafter cease to be obligated in any manner pursuant to the Existing 2009 Senior Notes Credit Agreement and all Security Documents (as defined in the Existing Credit Agreement) to which it is a party, and shall cease to be a Subsidiary of Copano General Partners, Inc., or a "Guarantor" hereunder; or a "Pledgor" under any Pledge Agreement; or a "Grantor" under any Security Agreement delivered prior to the date hereof. (iv) The Administrative Agent and the other Lender Parties hereby release and terminate all Liens, security interests, pledges, claims or encumbrances granted by Copano Holdings pursuant to the Security Agreement executed and delivered by Copano Holdings under the Existing 2010 Senior Notes so repurchased Credit Agreement. The Administrative Agent and the Lender Parties will, at the Borrowers' cost and expense, take all such further actions as any Borrower may reasonably request to cancel and terminate such Security Agreement, and terminate any financing statements executed in connection therewith that relate to such Security Agreement, and will take all such further actions as may reasonably be requested by Copano Holdings to evidence or redeemed are promptly cancelled by give effect to the U.S. Borrowerrelease and termination of such Security Agreement. Copano Holdings shall hereafter cease to be a "Grantor" under any Security Agreement delivered prior to the date hereof.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Closing Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such shares dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company's taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member's taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: , (iA), in addition to distributions permitted pursuant to clause (a)(II) (x) above, any Subsidiary of the U.S. Borrower may declare and pay Dividends cash dividends and distributions to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower its equity holders and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount Borrower may redeem or purchase shares of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after its stock held by former employees of the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (Borrower or any part thereofof its Subsidiaries following their death, disability or the termination of their employment; (b) Borrower will not, and will not permit any of its Subsidiaries to: (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis continuing both before and after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such timepayment; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; andor (xivii) in addition to the actions permitted aboveredeem, the U.S. Borrower and its Subsidiaries may make Investments in (andpurchase or defease any Subordinated Debt other than Subordinated Debt held by a Provider or a Practice, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) is continuing both before and after giving effect to such Investmentsredemption, redemptions purchase or defeasance; and (c) Borrower will not, and repurchaseswill not permit any Subsidiary to, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as make any sinking fund payment or deposit for any of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the date hereof, nor Spherion will not, and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of Spherion or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares capital stock (now or hereafter outstanding) of Spherion (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other Equity Interestsshares of its common stock), or set aside any funds for apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the foregoing purposespurchase, and no Credit Agreement Party will redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of Spherion, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of Spherion. Notwithstanding the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is there shall not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of exist an Event of Default which is continuing, (a) Spherion may declare and pay dividends with respect to any fiscal year in an amount not to exceed 10% of Consolidated Net Income for such fiscal year; (b) any wholly owned (other than an Event with respect to directors' qualifying shares) Subsidiary of Default under Section 10.01 Spherion may pay dividends or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) other distributions to Spherion or any other such wholly owned Subsidiary of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c)Spherion; (c) Spherion may purchase or redeem or make open market purchases of any class of capital stock in any fiscal year at an aggregate cost not to exceed (i) $300,000,000 during its fiscal year 2001 and (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees 5% of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) Consolidated Net Worth as at the time end of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrowerfiscal year thereafter; and (xivd) Spherion or a Subsidiary may purchase and repurchase certificates of membership interest in addition to Atrium (U.S.-B) LLC, a Subsidiary, as provided in the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerFinancing Transaction.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date: (a) the Borrower will not, nor and will not permit any of the Restricted Subsidiaries to, declare, pay or make any payment, dividend, distribution or exchange (in cash, property or obligations) on or in respect of any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its Capital Stock or warrants to purchase its Capital Stock and (ii) splits or reclassifications of its Capital Stock into additional or other shares of its Capital Stock) or apply, or permit any of the Restricted Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, exchange, sinking fund or other retirement of, or agree or permit any of its Subsidiaries toto purchase, declare redeem or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a considerationexchange, any shares of any class of its capital stock or other Equity Interests, Capital Stock (now or hereafter outstanding (outstanding) of the Borrower or any warrants for or warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding outstanding) of the Borrower; (b) the Borrower will not, and will not permit any of the Restricted Subsidiaries to, (i) except with the proceeds of (x) any Permitted Subordinated Debt, (y) any Permitted Holdings Debt or (z) any issuance or sale by Holdings or the Borrower of any Capital Stock of Holdings or the Borrower or any options capital contribution to Holdings or warrants the Borrower (but only to the extent, in the case of this clause (z), that such proceeds are not required to be applied to prepay Term Loans or stock appreciation rights issued by such Person with respect Foreign Term Loans pursuant to its capital stock clause (d) of Section 3.1.1), (A) directly or other Equity Interests) (all indirectly make any payment or prepayment of the foregoing “Dividends”) principal of, or make any payments payment of interest on, any Subordinated Notes or Permitted Subordinated Debt, on any day other than the stated, scheduled date for such payment or prepayment set forth in respect the Subordinated Notes, the Subordinated Note Indenture, or the Permitted Subordinated Debt Documents, as applicable, or which would violate the subordination provisions of the Subordinated Notes, the Subordinated Note Indenture or the Permitted Subordinated Debt, or (B) redeem, purchase or defease any Subordinated Notes, or Permitted Subordinated Debt, or (ii) except with the proceeds of (w) any Permitted Senior Debt, (x) any Permitted Subordinated Debt, (y) any Permitted Holdings Debt or (z) any issuance or sale by Holdings or the Borrower of any outstanding Intercompany Capital Stock of Holdings or the Borrower or any capital contribution to Holdings or the Borrower (but only to the extent, in the case of this clause (z), that such proceeds are not required to be applied to prepay Term Loans or Foreign Term Loans pursuant to clause (d) of Section 3.1.1), directly or indirectly make any voluntary prepayment of principal of, make any voluntary prepayment of interest on, or voluntarily redeem, purchase or defease, any Second Lien Notes or Permitted Senior Debt; (the foregoing prohibited acts referred to in clauses (a) and (b) above are herein collectively referred to as "Restricted Payments"); provided that (c) notwithstanding the provisions of clauses (a) and (b) above, except that:the Borrower shall be permitted to make Restricted Payments to Holdings to the extent necessary to enable Holdings to (i) pay its overhead expenses (x) any Subsidiary of the U.S. Borrower may pay Dividends including advisory fees in an amount not to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest exceed $500,000 in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests aggregate in any Fiscal Year) in an amount not to exceed $2,000,000 in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that aggregate in any Dividend made pursuant to preceding clause Fiscal Year; (xii) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if pay taxes; (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05iii) so long as (aA) no Default shall have occurred and be continuing on the Bermuda Partnership complies with clause date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (IIB) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt making of any Dividend from Bermuda Partnership) such Restricted Payment, the Borrower shall be in pro forma compliance with the requirements covenant set forth in clause (b) of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) 7.2.4 for the Calculation Period most recently ended prior to recent full Fiscal Quarter immediately preceding the date of the respective repurchase making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or redemption clause (determined on a Pro Forma Basis after giving effect to such Investment b) of Section 7.1.1, and the incurrence of any Indebtedness to finance same), as set forth in a certificate by (C) an Authorized Officer of the U.S. Borrower furnished shall have delivered a certificate to the Administrative Agent on the date of such Investment, in form and such calculations shall show that, after giving effect substance satisfactory to the respective Investment Administrative Agent (and any other contemporaneous Investmentsincluding a calculation of the Borrower's pro forma compliance with the covenant set forth in clause (b) of Section 7.2.4 in reasonable detail) certifying as to the accuracy of clauses (c)(iii)(A) and (c)(iii)(B) above, repurchase, redeem or otherwise acquire or retire for value any Indebtedness being incurred in connection therewithCapital Stock of Holdings, or any warrant, option or other right to acquire any such Capital Stock of Holdings, held by any director, any member of management or an employee of the U.S. Borrower would be permitted to incur at least $1 or any of additional Indebtedness the Restricted Subsidiaries pursuant to Section 9.04(a) at such time; provided thatany employment agreement, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notesmanagement equity subscription agreement, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market)restricted stock plan, all such Existing Senior Notes, Permitted Senior Notes stock option agreement or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes other similar arrangement so long as the total amount of such repurchases, redemptions, acquisitions, retirements and payments shall not exceed (I) no Default or Event $7,500,000 in any calendar year, subject to a maximum amount of Default then exists or would result therefrom, $15,000,000 after the Effective Date; plus (II) $7,500,000 (solely to repurchase Capital Stock from the aggregate amount chief executive officer of cash expended pursuant to this Section 9.06(xiv) to effect such Investments the Borrower after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.Date); plus

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Prior Amendment Effective Date: (a) neither Subsidiary Borrower will declare, nor will pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its Subsidiaries toto apply, declare any of its funds, property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, purchase agree or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of such Subsidiary Borrower, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of such Subsidiary Borrower; provided, however, that the Subsidiary Borrowers may (i) make Distributions to the Parent to the extent that it is necessary to permit the Parent to pay taxes based on income and franchise taxes and other similar licensure expenses and other actual and reasonable general administrative costs and expenses attributable to the operations of the Parent (including indemnity obligations payable to directors and officers of the Parent who have acted in good faith), (ii) make Distributions to the Parent to the extent it is necessary to permit the Parent to satisfy a consideration payment demand in respect of a Demand Capitalization Note and (iii) make a Distribution to the Parent to the extent necessary to enable the Parent to (A) make a Distribution declared by the Parent (but in no event exceeding the amount of such Distribution permitted to be made by the Parent pursuant to the succeeding clause (b)) or (B) purchase or redeem any shares of any class of the capital stock Parent's Capital Stock or warrants, options or other Equity Interests of any direct or indirect parent rights with respect thereto held by the Parent's stockholders (but in no event exceeding the amount of such purchase or redemption permitted to be made by the Parent pursuant to the succeeding clause (b)), in each case, so long as, immediately before and after giving effect thereto, no Default shall have occurred and be continuing and the Distribution or the purchase or redemption, as applicable, to be made by the Parent is made at the time the Subsidiary Borrowers make their Distribution; (b) the Parent will not declare, pay or make any Distribution with respect to any shares of its Capital Stock (now or hereafter outstanding (outstanding) or on any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to any such shares of Capital Stock (now or hereafter outstanding) or apply, or permit any of its capital stock Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interestsretirement of, or agree or permit any of its Subsidiaries to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) (all of the foregoing “Dividends”Parent, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit PartyParent; provided, however, thatthat the Parent may declare, subject to Section 9.01(c)(v)pay and make cash Distributions to, and the Parent (or any such Dividend of its Subsidiaries) may be made to purchase or redeem any shares of any class of the Bermuda Partnership notwithstanding Parent's Capital Stock or warrants, options or other rights with respect thereto held by, the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) Parent's stockholders in any Fiscal Year, so long as as (ai) the Bermuda Partnership complies with clause (II) of the preceding proviso both before and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c);such payment, purchase or redemption, no Default shall have occurred and be continuing, (ii) the U.S. Borrower may redeem or purchase shares aggregate amount of, or options (A) such Distribution to purchase, U.S. Borrower Common Stock held be made by former officers or employees of the U.S. Borrower or any of Parent and its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(iiclause (b), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect when added to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect all such Investments after Distributions during the Restatement Effective Date Fiscal Year in which such Distribution would be made, does not exceed the amount set forth below opposite such Fiscal Year Fiscal Year Amount ----------- ------ 2004 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2003 Fiscal Year and (ii) $17,000,000 2005 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2004 Fiscal Year and (ii) $20,000,000 2006 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2005 Fiscal Year and (ii) $23,000,000 2007 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2006 Fiscal Year and (ii) $26,000,000 2008 Fiscal Year The lesser of (i) 25% of Excess Cash Flow for the 2007 Fiscal Year and (ii) $29,000,000 2009 Fiscal Year The lesser of (i) 6.25% of Excess Cash Flow for the 2008 Fiscal Year and (ii) $8,000,000; or (B) such purchase or redemption does not exceed the excess of (1) the sum of (x) $50,000,000 15,000,000 and (y) 25% of Cumulative Excess Cash Flow over (2) the sum of (x) the aggregate amount of Distributions made prior to such date and subsequent to the last day of the most recent Fiscal Year included in the determination of Cumulative Excess Cash Flow by the Parent and its Subsidiaries and (y) the aggregate amount of Retained Excess Cash Flow Amount at all other purchases and redemptions consummated prior to such purchase or redemption and subsequent to such last day of such Fiscal Year; provided that the time aggregate amount of such Investment purchases and redemptions in any Fiscal Year shall not exceed $50,000,000 and in the aggregate during the term of this Agreement shall not exceed $150,000,000; (c) neither Subsidiary Borrower will permit any of its Subsidiaries to declare, pay or make any Distribution with respect to any shares of Capital Stock (now or hereafter outstanding) of any such Subsidiary (other than (x) with respect to any such shares held by such Subsidiary Borrower or any of its Wholly Owned Subsidiaries and (y) with respect to such shares which are shares of common stock, so long as such Distribution is made and (III) on a pro rata basis, consistent with the ownership interests in such shares of common stock, to the extent owners of such shares of common stock) or apply any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of any such Investment Subsidiary, or warrants, options or other rights with respect to any such shares of Capital Stock (now or hereafter outstanding) of any such Subsidiary (other than any such shares, warrants, options or other rights held by such Subsidiary Borrower or any part thereofof its Wholly Owned Subsidiaries); (d) is made in reliance on preceding clause each Borrower will not, and will not permit any of its Subsidiaries to (II)(y), calculations are made by the U.S. Borrower i) make any payment or prepayment of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence principal of any Indebtedness to finance same)Subordinated Debt (including any reimbursement obligation in respect of a letter of credit) or make any payment of interest on any Subordinated Debt on any day other than the stated, as scheduled date for such payment or prepayment set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to documents and instruments memorializing such Subordinated Debt, or which would violate the Administrative Agent on the date of subordination provisions applicable such InvestmentSubordinated Debt; or (ii) redeem, and such calculations shall show thatpurchase or defease, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. BorrowerSubordinated Debt; and (xive) in addition to the actions permitted aboveeach Borrower will not, the U.S. Borrower and will not permit any of its Subsidiaries may to, make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as deposit for any of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Closing Date: (a) the Borrower will not declare, nor will pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock) or apply, or permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock Restricted Subsidiaries) to apply, any of its funds, property or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholders, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeem, retire, agree or permit any of its Subsidiaries (other than Restricted Subsidiaries) to purchase or otherwise acquire, directly or indirectly, for a considerationredeem, any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower, or any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares capital stock (now or other Equity Interests), or set aside any funds for any hereafter outstanding) of the foregoing purposesBorrower; (b) the Borrower will not, and no Credit Agreement Party will not permit any of its Subsidiaries to purchase make any payment or otherwise acquire for a consideration any shares prepayment of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”) principal of, or make any payment of interest in respect of, or redeem, purchase or defease any Restricted Capital (any such payment, prepayment, redemption, purchase or defeasance, a "Restricted Capital Payment"), other than Restricted Capital Payments on the scheduled dates and in the amounts provided in the documentation therefor as in effect on the Closing Date (provided that any such payments would not violate the subordination provisions of any Subordinated Debt), provided that, subject to each of the other clauses of this Section 8.2.6, (A) the Borrower shall be permitted to make Restricted Capital Payments in respect of any outstanding Intercompany Debt, except that: (i) all or a portion of the Repayable Restricted Capital if (x) any Subsidiary both before and after giving effect thereto, no Default shall have occurred or be continuing and there are no Loans outstanding or Letter of the U.S. Borrower may pay Dividends to the U.S. Borrower Credit Outstandings hereunder or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary both before and after giving effect thereto, no Default shall have occurred and be continuing and the aggregate amount of all such Restricted Capital Payments shall not exceed $400,000,000 (the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary"Senior Notes Basket"); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not Borrower shall be permitted to make Restricted Capital Payments in respect of all or a Credit Party; providedportion of the Repayable Restricted Capital, however, that, subject in addition to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with those permitted by clause (IIA) immediately preceding, with the sum (the "Excess Proceeds Basket") of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by gross proceeds of the U.S. Borrower in respect offering of the 2003 Senior Notes and the Second Priority B Loans to the extent such redemptions and/or purchases shall be cashgross proceeds exceed $1,800,000,000, (y) an amount equal to the aggregate amount paid Net Available Cash with respect to any Asset Sale or Monetization by the U.S. Borrower in cash in respect of all the Gilroy Receivable and/or any Asset Sale of uninstalled turbines or equipment, to the extent that the Borrower is entitled to use such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, amount for such purpose pursuant to Section 3.1.1(c)(i)(A) and (z) at an amount equal to 50% of the time of any redemption or purchase portion that has not been utilized pursuant to this Section 9.06(ii), no Specified Default or Event clause (G)(ii) below of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments Net Equity Proceeds with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms common stock of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather more than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended 60 days prior to the date of such Restricted Capital Payment; (C) the respective repurchase Borrower shall be permitted to make Restricted Capital Payments (i) in connection with refinancings, refundings, extensions, renewals or redemption replacements of Indebtedness permitted under Section 8.2.2(r) or (determined on ii) with the proceeds of Parity Lien Debt; (D) any Restricted Capital Payment in respect of Repayable Restricted Capital permitted hereunder shall be at a Pro Forma Basis after giving effect price in respect of principal thereof not to exceed $1.00 per $1.00 of the principal amount of such Investment and Repayable Restricted Capital, (E) no Restricted Capital Payment in respect of Repayable Restricted Capital having a final maturity date prior to the incurrence Stated Maturity Date of the Term B Loans shall be made with the proceeds of any Indebtedness (other than the 2003 Senior Notes, the Second Priority B Loans and any Parity Lien Debt); (F) Restricted Capital Payments may be made with respect to finance same)Convertible Senior Notes, Guaranteed Preferred Securities and/or Convertible Subordinated Debentures (i) in accordance with the Prepayment Letter Agreement and (ii) with the proceeds of, or in exchange for, securities having substantially similar terms to the securities in respect of which such Restricted Capital Payment is made, except that such newly issued securities must have (x) a later final maturity and a longer weighted average life to maturity than the securities refinanced therewith and (y) an interest or dividend rate, as set forth applicable, consistent with those prevailing at the time of issuance thereof in a certificate by an Authorized Officer the market for similar securities; and (G) any Restricted Capital Payment may be made with (i) common stock of the U.S. Borrower furnished or (ii) the Net Equity Proceeds with respect to common stock of the Administrative Agent on Borrower issued not more than 60 days prior to the date of such InvestmentRestricted Capital Payment, in which case such Restricted Capital Payment shall not be deemed a usage of the Senior Notes Basket or the Excess Proceeds Basket and the limitations imposed by clause (D) above shall not be applicable thereto; (c) the Borrower will not, and such calculations shall show thatwill not permit any Subsidiary to, after giving effect to the respective Investment (and make any other contemporaneous Investments) and deposit for any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes purposes described in clauses (a) or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xivb) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower8.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Original Closing Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such shares dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company's taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member's taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: , (iA), in addition to distributions permitted pursuant to clause (a)(II) (x) above, any Subsidiary of the U.S. Borrower may declare and pay Dividends cash dividends and distributions to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower its equity holders and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromtherefrom and so long as the Borrower would be able to comply on a pro forma basis, (II) assuming such redemption or purchase occurred, with all of the aggregate amount covenants contained in this Agreement, the Borrower may redeem or purchase shares of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after its stock held by former employees of the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (Borrower or any part thereofof its Subsidiaries following their death, disability or the termination of their employment; (b) Borrower will not, and will not permit any of its Subsidiaries to: (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis continuing both before and after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such timepayment; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; andor (xivii) in addition to the actions permitted aboveredeem, the U.S. Borrower and its Subsidiaries may make Investments in (andpurchase or defease any Subordinated Debt other than Subordinated Debt held by a Provider or a Practice, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) is continuing both before and after giving effect to such Investmentsredemption, redemptions purchase or defeasance; and (c) Borrower will not, and repurchaseswill not permit any Subsidiary to, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as make any sinking fund payment or deposit for any of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date: (a) except as provided in Section 3.1(b), nor the Borrower will permit any of its Subsidiaries tonot declare, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of such shares capital stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other Equity Interests)shares of its common stock) or apply, or set aside any funds for permit any of its Subsidiaries to apply, any of its funds, property or assets to the foregoing purposespurchase, and no Credit Agreement Party will redemption, sinking fund or other retirement of, or agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”Borrower; (b) or make the Borrower will not, and will not permit any payments in respect of any outstanding Intercompany Debt, except that:its Subsidiaries to (i) (x) make any Subsidiary payment or prepayment of principal of the U.S. Borrower may pay Dividends to Calpine Subordinated Indebtedness (except as provided in Section 3.1(b)) or the U.S. Borrower Clear Lake Subordinated Indebtedness, or any Wholly-Owned Subsidiary which would violate the subordination provisions of the U.S. Borrower and Calpine Subordinated Indebtedness or the Clear Lake Subordinated Indebtedness; or (yii) make any non-Wholly-Owned Subsidiary payment of interest on the U.S. Borrower may pay cash Dividends to its shareholders generally so long Calpine Subordinated Indebtedness (except as provided in Section 3.1(b)) or the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit PartyClear Lake Subordinated Indebtedness; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to that the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debtmay, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromexists, (II) make such payments on the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect stated, scheduled date for such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as payment set forth in a certificate the Subordination Agreement by depositing an Authorized Officer of the U.S. Borrower furnished amount equal to the Administrative Agent on the date amount of such Investment, and such calculations shall show that, after giving effect interest into an account pledged to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness Agent pursuant to Section 9.04(athe Deposit and Disbursement Agreement (it being understood that no such funds shall be released to Calpine until all Obligations have been fully and finally discharged); or (iii) at such time; provided thatredeem, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notespurchase or defease, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes any Calpine Subordinated Indebtedness or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. BorrowerClear Lake Subordinated Indebtedness; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (IIc) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does Borrower will not, and will not exceed $50,000,000permit any Subsidiary to, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as make any deposit for any of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the Effective Date: (a) the Borrower will not declare, pay or make any dividend or distribution (in cash, property or obligations) on any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower (other than dividends or distributions payable in its Capital Stock or warrants to purchase its Capital Stock or splitups or reclassifications of its Capital Stock into additional or other shares of its Capital Stock) or apply, or permit any Subsidiary to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other retirement of, or agree or permit any Subsidiary to purchase or redeem, any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower, or warrants, options or other rights with respect to any shares of any class of Capital Stock (now or hereafter outstanding) of the Borrower; (b) the Borrower will not, nor will it permit any of its Subsidiaries to, (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt on any day other than the stated, scheduled date for any payment of such interest as set forth in the documents and instruments memorializing such Subordinated Debt, or which would violate the subordination provisions of such Subordinated Debt; (ii) except to the extent permitted under Section 7.2.5, make any Investment in, advances to or fee payments (including the payment of any fees due under the TJC Transaction Advisory Agreement) to any of its Affiliates; or (iii) suffer to exist any Contingent Liabilities of the Borrower in respect of Indebtedness of any of its Affiliates; and (c) the Borrower will not, nor will it permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any shares of any class of its capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other Equity Interests), or set aside any funds deposit for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary now or hereafter outstanding purposes (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interests) (all of the foregoing “Dividends”prohibited acts referred to in clauses (a), (b) or make any payments in respect of any outstanding Intercompany Debt, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (yc) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends are collectively referred to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary"Restricted Payments"); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership (d) notwithstanding the existence provisions of an Event of Default clauses (other than an Event of Default under Section 10.01 or 10.05a) and (b) above, the Borrower shall be permitted to make Restricted Payments so long as (ai) the Bermuda Partnership complies immediately both prior to and after giving effect to such Restricted Payment, no Default under Section 8.1.1, Section 8.1.3 (with clause respect to Section 7.2.6) or Section 8.1.9 or any Event of Default shall have occurred and be continuing, (IIii) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt making of such Restricted Payment (other than any Restricted Payment consisting of a payment of any Dividend from Bermuda Partnership) fees due under the TJC Transaction Advisory Agreement), the Borrower shall be in pro forma compliance with the requirements covenants set forth in Section 7.2.4, 7.2.5 or 7.2.7 for the most recent full Fiscal Quarter immediately preceding the date of the payment of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or clause (b) of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of7.1.1, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; the amount of such Restricted Payments (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made other than Restricted Payments consisting of fees paid in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant TJC Transaction Advisory Agreement but in any event to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefromextent permitted hereunder), any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced when taken together with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to all other Restricted Payments made under this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date clause (d), does not exceed the sum of (x) $50,000,000 5,000,000 and (y) for any Restricted Payment made subsequent to December 31, 2000, the aggregate amount lesser of Retained Excess Cash Flow (1) the Available Amount at the time such Investment is made and (III2) to the extent any such Investment $5,000,000, and (or any part thereofiv) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished shall have delivered a certificate to the Administrative Agent on Agents in form and substance satisfactory to the date -80- 88 Agents (including a calculation of the Borrower's compliance with the covenants set forth in Section 7.2.4) certifying as to the accuracy of clauses (d)(i), (ii) and (iii) above and setting forth the Available Amount as in effect prior to the making of such InvestmentRestricted Payment, the amount of such Restricted Payment that constitutes usage of the Available Amount and such calculations shall show that, after giving effect the amount of the Available Amount subsequent to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 making of additional Indebtedness pursuant to Section 9.04(a) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. BorrowerRestricted Payment.

Restricted Payments, etc. No Credit Agreement Party will(a) The Borrower will not, nor and will not permit any Restricted Subsidiary to, declare, pay or make any payment, dividend, distribution or exchange (in cash, property or obligations) on or in respect of any class of Capital Stock (now or hereafter outstanding) of the Borrower or on any warrants, options or other rights with respect to any class of Capital Stock (now or hereafter outstanding) of the Borrower (other than (i) dividends or distributions payable in its Capital Stock or warrants to purchase its Capital Stock and (ii) splits or reclassifications of its Capital Stock into additional or other shares of its Capital Stock) or apply, or permit any Restricted Subsidiary to apply, any of its Subsidiaries tofunds, declare property or pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of assets to the U.S. Borrower or any such Subsidiarypurchase, as the case may be) or return any equity capital toredemption, its stockholdersexchange, partners, members sinking fund or other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as suchretirement of, or redeemagree or permit any Subsidiary to purchase, retire, purchase redeem or otherwise acquire, directly or indirectly, for a considerationexchange, any shares of any class of its capital stock or other Equity Interests, Capital Stock (now or hereafter outstanding (outstanding) of the Borrower, or any warrants for or warrants, options or stock appreciation other rights in with respect of any of such shares or other Equity Interests), or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will permit any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary Capital Stock (now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other Equity Interestsoutstanding) (all of the foregoing “Dividends”Borrower; and (b) the Borrower will not, and will not permit any Restricted Subsidiary to, (i) directly or indirectly make any payment or prepayment of principal of, or make any payments payment of interest on, any Senior Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in respect the Senior Subordinated Debt Documents or which would violate the subordination provisions of any outstanding Intercompany such Senior Subordinated Debt, except that: or (iii) redeem, purchase or defease any Senior Subordinated Debt; (xthe foregoing prohibited acts referred to in clauses (a) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (yb) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends above are ----------- --- herein collectively referred to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary"Restricted Payments"); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, ---------- -------- -------- ------- that, subject (c) the Borrower shall be permitted to Section 9.01(c)(v), any such Dividend may be made make Restricted Payments to Holdco to the Bermuda Partnership notwithstanding extent necessary to enable Holdco to (i) pay its overhead expenses (including advisory fees in an amount not to exceed $1,000,000 in the existence aggregate in any Fiscal Year) in an amount not to exceed $5,000,000 in the aggregate in any Fiscal Year; (ii) pay taxes arising out of an Event of Default the Borrower's and the Restricted Subsidiaries' operations; and (other than an Event of Default under Section 10.01 or 10.05iii) so long as (aA) no Default shall have occurred and be continuing on the Bermuda Partnership complies with clause date such Restricted Payment is declared or to be made, nor would a Default result from the making of such Restricted Payment, (IIB) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt making of any Dividend from Bermuda Partnership) such Restricted Payment, the Borrower shall be in pro forma compliance with the requirements --- ----- covenant set forth in clause (a) of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (or any part thereof) is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) 7.2.4 for the Calculation Period most recently ended prior to recent ---------- ------------- full Fiscal Quarter immediately preceding the date of the respective repurchase making of such Restricted Payment for which the relevant financial information has been delivered pursuant to clause (a) or redemption clause (determined on a Pro Forma Basis after giving effect to such Investment b) of Section ---------- ---------- ------- 7.1.1 and the incurrence of any Indebtedness to finance same), as set forth in a certificate by (C) an Authorized Officer of the U.S. Borrower furnished shall have ----- delivered a certificate to the Administrative Agent on the date of such Investment, in form and such calculations shall show that, after giving effect substance satisfactory to the respective Investment Administrative Agent (and any other contemporaneous Investmentsincluding a calculation of the Borrower's pro forma compliance with the covenant --- ----- set forth in clause (a) of Section 7.2.4 in reasonable detail) ---------- ------------- certifying as to the accuracy of clauses (c)(iii)(A) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a(c)(iii)(B) at such time; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; and (xiv) in addition to the actions permitted ----------- ----------- above, the U.S. Borrower and its Subsidiaries may make Investments in (and, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) after giving effect to such Investments, redemptions and repurchases, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrower.,

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the ------------------------ Original Closing Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such shares dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company's taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member's taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: , (iA), in addition to distributions permitted pursuant to clause (a)(II) (x) above, any -------------------- Subsidiary of the U.S. Borrower may declare and pay Dividends cash dividends and distributions to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower its equity holders and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; provided, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) so long as (a) the Bermuda Partnership complies with clause (II) of the preceding proviso and (b) the Bermuda Partnership Partners are (after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all such redemptions and/or purchases shall not exceed $2,000,000 in any Fiscal Year of Holdings, and (z) at the time of any redemption or purchase pursuant to this Section 9.06(ii), no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; (ix) [Reserved]; (x) [Reserved]; (xi) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefromtherefrom and so long as the Borrower would be able to comply on a pro forma basis, (II) assuming such redemption or purchase occurred, with all of the aggregate amount covenants contained in this Agreement, the Borrower may redeem or purchase shares of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after its stock held by former employees of the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (Borrower or any part thereofof its Subsidiaries following their death, disability or the termination of their employment; (b) Borrower will not, and will not permit any of its Subsidiaries to: (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis continuing both before and after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such timepayment; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; andor (xivii) in addition to the actions permitted aboveredeem, the U.S. Borrower and its Subsidiaries may make Investments in (andpurchase or defease any Subordinated Debt other than Subordinated Debt held by a Provider or a Practice, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) is continuing both before and after giving effect to such Investmentsredemption, redemptions purchase or defeasance; and (c) Borrower will not, and repurchaseswill not permit any Subsidiary to, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as make any sinking fund payment or deposit for any of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.

Restricted Payments, etc. No Credit Agreement Party willOn and at all times after the ------------------------ Effective Date: (a) The Borrower will not, nor and will not permit any of its Subsidiaries to, declare or declare, pay any dividends (other than dividends payable solely in non-redeemable common stock or comparable common equity interests of the U.S. Borrower or any such Subsidiary, as the case may be) or return any equity capital to, its stockholders, partners, members or other equity holders or authorize or make any other distributiondividend or distribution (in cash, payment or delivery of property or cash to its stockholders, partners, members or other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, obligations) on any shares of any class of its capital stock or other Equity Interests, (now or hereafter outstanding (outstanding) of the Borrower or such Subsidiary or on any warrants for or warrants, options or stock appreciation other rights in with respect to any shares of any class of capital stock (now or hereafter outstanding) of the Borrower or such Subsidiary (other than in the case of (I) the Borrower (x) dividends or distributions payable in its common stock or warrants to purchase its common stock or splitups or reclassifications of its stock into additional or other shares of its common stock, (y) scheduled dividend payments on its preferred stock so long as no Default or Event of Default has occurred and is continuing both before and after giving effect to the payment of such shares dividend and (z) distributions to any Subsidiary which is a limited liability company of the Borrower solely to permit the members thereof to make payment of its federal and state income tax liability attributable to such limited liability company's taxable income, whether or not a Default or an Event of Default then or (II) any Subsidiary which is a limited liability company, distributions to members of any such Subsidiary solely to permit such members to make payment of their federal and state income tax liability attributably to such member's taxable income of such Subsidiary whether or not a Default or an Event of Default than exists) or apply, or permit any of its Subsidiaries to apply, any of its funds, property or assets to the purchase, redemption, sinking fund or other Equity Interests)retirement of, or set aside any funds for any of the foregoing purposes, and no Credit Agreement Party will agree or permit any of its Subsidiaries to purchase or otherwise acquire for a consideration redeem, any shares of any class of the capital stock or other Equity Interests of any direct or indirect parent of such Subsidiary (now or hereafter outstanding (outstanding) of the Borrower, or any warrants, options or warrants or stock appreciation other rights issued by such Person with respect to its any shares of any class of capital stock (now or other Equity Interestshereafter outstanding) (all of the foregoing “Dividends”) or make any payments in respect of any outstanding Intercompany DebtBorrower, except that: (i) (x) any Subsidiary of the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower and (y) any non-Wholly-Owned Subsidiary of the U.S. Borrower may pay cash Dividends to its shareholders generally so long as the U.S. Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); provided that any Dividend made pursuant to preceding clause (x) to any Wholly-Owned Subsidiary that is not a Credit Party may only be made if (A) (I) no Specified Default and no Event of Default then exists except as otherwise approved by the Lenders, the Borrower may redeem the Series A Preferred Stock at any time on or would result therefrom and (II) such Wholly-Owned Subsidiary promptly distributes and/or transfer any Property received pursuant prior to such Dividend (directly or indirectly through other Wholly-Owned Subsidiaries) to a Credit Party or (B) the Subsidiary making such Dividend is not a Credit Party; providedJanuary 1, however, that, subject to Section 9.01(c)(v), any such Dividend may be made to the Bermuda Partnership notwithstanding the existence of an Event of Default (other than an Event of Default under Section 10.01 or 10.05) 1999 so long as (ax) the Bermuda Partnership complies with clause (II) no Default or Event of the preceding proviso Default has occurred and (b) the Bermuda Partnership Partners are (is continuing both before and after giving effect to the receipt of any Dividend from Bermuda Partnership) in compliance with the requirements of Section 9.01(c); (ii) the U.S. Borrower may redeem or purchase shares of, or options to purchase, U.S. Borrower Common Stock held by former officers or employees of the U.S. Borrower or any of its Subsidiaries following the death, disability, retirement or termination of employment of such officers or employees, provided that (x) the only consideration paid by the U.S. Borrower in respect of such redemptions and/or purchases shall be cash, redemption and (y) the aggregate amount paid by the U.S. Borrower in cash in respect of all connection with such redemptions and/or purchases redemption shall not exceed the lesser of (I) $2,000,000 in any Fiscal Year of Holdings6,000,000, and (zII) at the time aggregate amount of any redemption or purchase new equity issued by the Borrower from the date hereof through and including January 1, 1999, (B), in addition to distributions permitted pursuant to this Section 9.06(ii)clause (a)(II) above, no Specified Default or Event of Default shall then exist or result therefrom; (iii) [Reserved]; (iv) [Reserved]; (v) [Reserved]; (vi) the U.S. Borrower and its Subsidiaries may make payments with respect to Intercompany Debt, so long as the respective payment is permitted to be made in accordance with the terms -------------------- any Subsidiary of the Intercompany Subordination Agreement; (vii) [Reserved]; (viii) the U.S. Borrower may declare and pay regularly scheduled Dividends on Qualified Preferred Stock issued by it pursuant cash dividends and distributions to the terms thereof solely through the issuance of additional shares of such Qualified Preferred Stock rather than in cash; its equity holders and (ix) [Reserved]; (x) [Reserved]; (xiC) so long as no Default and no Event of Default then exists or would result therefrom, any Existing Senior Notes, any Permitted Senior Notes and any Permitted Refinancing Senior Notes may be refinanced with any Permitted Refinancing Senior Notes in accordance with the requirements of this Agreement; (xii) so long as no Specified Default and no Event of Default then exists or would result therefrom, any Scheduled Existing Indebtedness, any Permitted Acquired Debt and any Permitted Refinancing Indebtedness incurred to refinance same may be refinanced with Permitted Refinancing Indebtedness in accordance with the requirements of this Agreement and, so long as no Event of Default has occurred and is continuing or would result therefrom, the Existing Senior Notes and any Permitted Refinancing Senior Notes may be exchanged for Equity Interests of the U.S. Borrower permitted by Section 9.09(a); (xiii) in addition to the actions permitted above, the U.S. Borrower and its Subsidiaries may make Investments (and, without duplication, may repurchase or redeem (so long as any repurchased Indebtedness is promptly cancelled) any Indebtedness otherwise described in Section 9.08(a)(i)) so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount Borrower may redeem or purchase shares of cash expended pursuant to this Section 9.06(xiii) to effect such Investments after its stock held by former employees of the Restatement Effective Date does not exceed the sum of (x) $50,000,000 and (y) the aggregate amount of Retained Excess Cash Flow Amount at the time such Investment is made and (III) to the extent any such Investment (Borrower or any part thereofof its Subsidiaries following their death, disability or the termination of their employment; (b) Borrower will not, and will not permit any of its Subsidiaries to: (i) make any payment or prepayment of principal of, or make any payment of interest on, any Subordinated Debt or on any put option granted to a holder of Subordinated Debt on any day other than the stated, scheduled date for such payment or prepayment set forth in the documents and instruments memorializing such Subordinated Debt or such put option, or which would violate the subordination provisions of such Subordinated Debt or such put option, or while any Default or Event of Default exists and is made in reliance on preceding clause (II)(y), calculations are made by the U.S. Borrower of compliance with Section 9.04(a) (regardless of whether any Indebtedness is then being incurred pursuant to said Section 9.04(a)) for the Calculation Period most recently ended prior to the date of the respective repurchase or redemption (determined on a Pro Forma Basis continuing both before and after giving effect to such Investment and the incurrence of any Indebtedness to finance same), as set forth in a certificate by an Authorized Officer of the U.S. Borrower furnished to the Administrative Agent on the date of such Investment, and such calculations shall show that, after giving effect to the respective Investment (and any other contemporaneous Investments) and any Indebtedness being incurred in connection therewith, the U.S. Borrower would be permitted to incur at least $1 of additional Indebtedness pursuant to Section 9.04(a) at such timepayment; provided that, to the extent that such Investments constitute redemptions and/or repurchases of Existing Senior Notes, Permitted Senior Notes and/or Permitted Refinancing Senior Notes from time to time (whether redeemed in accordance with the terms of the indenture therefor and/or repurchased on the open market), all such Existing Senior Notes, Permitted Senior Notes or Permitted Refinancing Senior Notes, as the case may be, so repurchased or redeemed are promptly cancelled by the U.S. Borrower; andor (xivii) in addition to the actions permitted aboveredeem, the U.S. Borrower and its Subsidiaries may make Investments in (andpurchase or defease any Subordinated Debt other than Subordinated Debt held by a Provider or a Practice, without duplication, may repurchase or redeem) any Existing 2009 Senior Notes or Existing 2010 Senior Notes so long as (I) no Default or Event of Default then exists or would result therefrom, (II) the aggregate amount of cash expended pursuant to this Section 9.06(xiv) to effect such Investments after the Restatement Effective Date does not exceed $50,000,000, (III) is continuing both before and after giving effect to such Investmentsredemption, redemptions purchase or defeasance; and (c) Borrower will not, and repurchaseswill not permit any Subsidiary to, the U.S. Borrower (A) would be in compliance on a pro forma basis with Section 9.13 as make any sinking fund payment or deposit for any of the last day of the most recently completed Test Period for which financial statements are available and (B) has not less than $70,000,000 of unutilized ABL Commitments and (IV) all such Existing 2009 Senior Notes or Existing 2010 Senior Notes so repurchased or redeemed are promptly cancelled by the U.S. Borrowerforegoing purposes.