Common use of Restricted Payments, etc Clause in Contracts

Restricted Payments, etc. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make any Restricted Payment, other than: (a) payments by any Subsidiary of a Borrower to such Borrower or to the direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock); (b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]; (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereof.

Restricted Payments, etc. No Credit Party shallThe Borrowers will not, and no Credit Party shall will not permit any of its their respective Subsidiaries to, declare or make any a Restricted Payment, other than: (a) payments by or make any Subsidiary of a Borrower to such Borrower or to the direct parent of such Subsidiary (and, in the case of a deposit for any Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock); (b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]; (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) Subsidiaries to the extent Borrowers or wholly owned Subsidiaries), except that, so long as no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto)or would result therefrom, any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; Subsidiaries, as the case may be, may (la) Restricted Payments in connection with the retention of pay dividends on Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority Securities of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, U.S. Borrower if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) such payments are made from and after the redemptionIssuance Date (so long as the Issuance Date occurs on or prior to December 15, repurchase2001), retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration such payments are made reasonably in accordance with past practices and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (piii) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or and is continuing or would result immediately after giving effect therefrom and (b) repurchase up to such payment, and an aggregate of 200,000 shares per annum of the U.S. Borrower to offset share issuances as part of any employee benefit program. Notwithstanding anything to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Paymentscontrary contained herein, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To pay dividends on Capital Securities of the extent that Administrative U.S. Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance in an aggregate amount equal to the recipient thereofdividends duly and publicly declared by the U.S. Borrower on August 14, 2001 and payable on November 15, 2001. Clause (b) of Section 7.2.9 of the Existing Credit Agreement is hereby amended and restated to read in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereof.entirety as follows:

Restricted Payments, etc. No Credit Party shallThe Parent and the Borrower will not, and no Credit Party shall will not permit any of its Subsidiaries Restricted Subsidiary to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other thanthan the following: (a) payments Restricted Payments made by Restricted Subsidiaries to the Borrower or any Subsidiary of a Borrower to such Borrower or to the direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock)Guarantor; (b) Restricted Payments by any Credit Party so long as no Default shall have occurred and be continuing, the repurchase or other acquisition of shares, or options to purchase shares, of Capital Securities of the Parent from employees, former employees, directors or former directors of the Parent or any of its Restricted Subsidiaries (or permitted transferees of such employees, former employees, directors or former directors) upon death, disability, retirement or termination of employment or pursuant to pay dividends with respect the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Parent under which such Persons purchase or sell, or are granted the option to its Capital Stock payable solely in additional purchase or sell, shares of its common stock such stock; provided, however, that the aggregate amount of such repurchases shall not exceed $1,000,000 in any calendar year (other than Disqualified unless such repurchases are made with the proceeds of insurance policies and the shares of Capital StockSecurities are repurchased from the executors, administrators, testamentary trustees, heirs, legatees or beneficiaries); (c) [reserved];Restricted Payments by the Borrower to the Parent: (di) regularly scheduled, nonaccelerated to make scheduled interest payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes Convertible Notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or 6¾% Debentures as such other subordination terms with respect theretopayments fall due; (eii) [reserved]to pay overhead and audit expenses; provided, however that the aggregate amount of Restricted Payments paid to the Parent hereunder shall not exceed $1,000,000; (fiii) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners pay Taxes actually due and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock unitspayable; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash;and (giv) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates upon exercise of any of the foregoing) which may be Convertible Notes, to pay the aggregate amount of cash payable to the holder of such Convertible Note upon such exercise in accordance with the form of forgiveness of Indebtedness, terms thereof and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactionsConvertible Notes Indenture; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments immediately before and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, no Default shall have occurred and be continuing or would result therefrom (including under clause (e) of Section 7.2.4) and (y) the Borrower shall have delivered to the extent not prohibited by Administrative Agent a Compliance Certificate (prepared in good faith and in a manner and using such methodology which is consistent with the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred most recent financial statements delivered pursuant to Section 9.01(x); or (s7.1.1) demonstrating compliance with each of the financial covenants set forth in Section 7.2.4 on a pro forma basis after giving effect to such Restricted Payment as of the extent constituting Restricted Payments, last day of the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereofFiscal Quarter most recently ended.

Restricted Payments, etc. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make any Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) payments by any Subsidiary of a Borrower to such Borrower or to the its direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock); (b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]Restricted Payments by any Credit Party or any of its Subsidiaries to Parent to enable Parent to pay any applicable income or franchise Taxes then due and payable, to the extent such Taxes are attributable to the activities or income of the Borrowers and its Subsidiaries; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]the 2024 Convertible Notes Repurchase on the maturity date (as set forth in the 2024 Convertible Notes); (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved]; (h) [reserved]; (i) payment and/or satisfaction all mandatory or scheduled payments in respect of the Existing Earnouts Convertible Senior Notes, including conversions into (whether by way of cash payments or issuance of x) Qualified Capital Stock of Administrative Borrower); Parent or (jy) [reserved]; cash, in each case, in accordance with the terms of the applicable class of Convertible Notes; provided that, Restricted Payments to consummate conversions pursuant to clause (ky) above shall not exceed $17,500,000 in the aggregate during the term of the Agreement and shall be permitted solely to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Yearconversion; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereof.

Restricted Payments, etc. No Credit Party shallThe Borrower will not, and no Credit Party shall will not permit any of its Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) payments Restricted Payments made by any Subsidiary of a Borrower Subsidiaries to such the Borrower or to the direct parent of such Subsidiary (and, in the case of a Restricted Payment by a nonwholly-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock)Subsidiaries; (b) Restricted Payments made by any Credit Party or any the Borrower to Parent (i) pursuant to the Tax Sharing Agreement; provided that the amount of such Restricted Payment shall not exceed the amount of taxes that the Borrower would have been liable for on a stand alone basis on a consolidated tax return with its Subsidiaries and (ii) to pay dividends with respect franchise taxes and other overhead expenses of Parent in an amount not to its Capital Stock payable solely exceed $500,000 in additional shares of its common stock (other than Disqualified Capital Stock)any Fiscal Year; (c) [reserved]; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]; (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction so long as no Default of the exercise price of such options type set forth in Section 8.1.1 or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at continuing, amounts payable to the time Sponsors as set forth in the Monitoring Agreement; (d) repurchases of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary Securities from former employees, officers, or directors and officers of the Credit Parties Parent and their its Subsidiaries (or in an amount not to exceed $2,000,000 in any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactionsFiscal Year; provided that that, to the extent the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 permitted to be made in any Fiscal Year plus (y) pursuant to this clause exceeds the aggregate amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received repurchases actually made by the Borrowers or any of their respective Borrower and its Subsidiaries during such Fiscal Year, the excess amount may be carried forward to (but only to) the next succeeding Fiscal Year, and any such amount carried forward to a succeeding Fiscal Year shall be deemed to be used following the Borrower and its Subsidiaries using the amount of repurchases permitted by this clause in such succeeding Fiscal Year, without giving effect to such carry-forward; (le) repurchases of Capital Securities deemed to occur upon exercise of stock options if such Capital Securities represents a portion of the exercise price of such options; and (f) Restricted Payments in connection with the retention of Capital Stock manner contemplated by the Merger Agreement, as in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after effect on the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied hereof and as amended in accordance with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereof7.2.12.

Restricted Payments, etc. No Credit Party shallThe Borrower will not, and no Credit Party shall will not permit any of its Subsidiaries Restricted Subsidiary to, make any Restricted Payment; provided, other thanhowever, except that, so long as before and after giving effect to any such payment no Default shall have occurred, the Borrower may: (a) payments by any Subsidiary declare and make dividends or other distributions payable solely in shares of a Borrower to such Borrower or to the direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of its Capital Stock); (b) Restricted Payments by any Credit Party purchase, redeem or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional otherwise acquire shares of its common stock (other than Disqualified Capital Stock)of the Borrower or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issuance of new shares of common stock of the Borrower; (c) [reserved]redeem or exchange in whole or in part any Capital Stock of the Borrower for another class of Capital Stock or rights to acquire such other class of Capital Stock of the Borrower; provided, however, that such other class of Capital Stock contains terms and provisions (taken as a whole) at least as advantageous to the Lenders as those contained in the Capital Stock redeemed or exchanged thereby; (d) regularly scheduled, nonaccelerated payments repurchase shares of its Capital Stock (together with options or warrants in respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligationsof any thereof) to the extent expressly permitted held by the applicable subordination agreement officers, directors and employees of the Borrower, so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or such other subordination terms with respect theretoshareholder agreements; (e) [reserved]subject to the subordination provisions applicable thereto (1), redeem, defease or otherwise prepay or retire any Subordinated Debt (x) from the net proceeds of the issuance of other Subordinated Debt, Qualified Preferred Stock or common stock of the Borrower or (y) in an aggregate amount not to exceed at any time the then Available Restricted Payment Amount, or (2) redeem any 8 1/2 % Regal Notes not purchased on the Closing Date; (f) redemptions, repurchases, retirements pay cash dividends on common stock or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of preferred stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved];that (i) the redemption, repurchase, retirement or other acquisition Borrower shall have delivered to the Administrative Agent (x) financial statements prepared on a pro forma basis after giving effect to the payment of any Capital Stock such cash dividends 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 7.1.1 and (“Retired Capital Stock”y) a certificate of the Borrower executed by a Responsible Officer demonstrating that the financial results reflected in such financial statements would (1) comply with the requirements of clauses (a) and (b) of Administrative Borrower Section 7.2.3 for the Fiscal Quarter in exchange forwhich such dividend is to be made and (2) satisfy a requirement (A) in the case of Qualified Preferred Stock, or out that the Fixed Charge Coverage Ratio (which shall be adjusted to include the amount of such dividend being paid as additional Interest Expense in clause (b)(i) of the proceeds ofdefinition of such term) shall be at least 1.15:1.00 and (B) in the case of other preferred stock or common stock, that the substantially concurrent sale ofTotal Leverage Ratio as at the end of such period be not greater than 4.0:1.0, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and and (ii) the declaration and payment of aggregate amount expended by the Borrower with respect to dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; common and preferred (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital excluding, however, Qualified Preferred Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments stock pursuant to this Section 9.06, clause shall not at any time exceed in the same may be made as a loan or advance to the recipient thereof, and in such case the amount aggregate of such loan or advance so made shall reduce the amount of then Available Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereofPayment Amount.

Restricted Payments, etc. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make any Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) payments by any Subsidiary of a Borrower to such Borrower or to the its direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock); (b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]Restricted Payments by any Credit Party or any of its Subsidiaries to Parent to enable Parent to pay any applicable income or franchise Taxes then due and payable, to the extent such Taxes are attributable to the activities or income of the Borrowers and its Subsidiaries; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]the 2024 Convertible Notes Repurchase on the maturity date (as set forth in the 2024 Convertible Notes); (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved]conversion of the 2024 Convertible Notes and/or the 2025 Convertible Notes into Qualified Capital Stock of Parent in accordance with the terms thereof; (h) [reserved]all mandatory or scheduled payments in respect of the Convertible Senior Notes; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrowerthe Parent); (j) [reserved]the 2025 Convertible Notes Repurchase on the maturity date (as set forth in the 2025 Convertible Notes); (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower Parent may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments distributions to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 2,000,0003,000,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower the Parent or Evolent for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Parent, Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith[reserved]; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Payments, the Borrowers consummation of the Transactions and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l))the Amendment No. To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereof.1

Restricted Payments, etc. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make any Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) payments by any Subsidiary of a Borrower to such Borrower or to the its direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock); (b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]Restricted Payments by any Credit Party or any of its Subsidiaries to Parent to enable Parent to pay any applicable income or franchise Taxes then due and payable, to the extent such Taxes are attributable to the activities or income of the Borrowers and its Subsidiaries; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]the 2024 Convertible Notes Repurchase on the maturity date (as set forth in the 2024 Convertible Notes); (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock unitsoptions; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved]conversion of the 2024 Convertible Notes and/or the 2025 Convertible Notes into Qualified Capital Stock of Parent in accordance with the terms thereof; (h) [reserved]all mandatory or scheduled payments in respect of the Convertible Senior Notes; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrowerthe Parent); (j) [reserved]the 2025 Convertible Notes Repurchase on the maturity date (as set forth in the 2025 Convertible Notes); (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower Parent may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments distributions to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 2,000,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower the Parent or Evolent for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Parent, Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith[reserved]; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]to the extent constituting Restricted Payments, the consummation of the Transactions; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower Parent in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower Parent or contributions to the equity capital of Administrative Borrower Parent (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) Parent and its Subsidiaries may make any payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted required by the applicable subordination agreement or such other subordination terms with respect theretoof the TRA; (q) Administrative Borrower the Parent or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower the Parent and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or; (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower the Parent or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower the Parent or its Subsidiaries in respect thereof.

Restricted Payments, etc. No Credit Party shallThe Borrower will not, and no Credit Party shall will not permit any of its their respective Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other thanexcept: (a) payments by any Subsidiary of a Borrower to such Borrower or to so long as at the direct parent time of such Subsidiary purchase (andand after giving effect thereto) there shall exist no Default, in the case Borrower may repurchase Borrower Common Stock from any Management Investor (i) with proceeds of a Restricted Payment by a nonthe key-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock man life insurance maintained on the life of such Subsidiary based on their relative ownership interests Management Investor, (ii) with cash in an aggregate amount not exceeding $3,000,000 per year or (iii) with Indebtedness permitted in accordance with clause (o) of the relevant class of Capital Stock)Section 7.2.2; (b) so long as at the time of such payment (and after giving effect thereto) there shall exist no Payment Default or Event of Default described in Section 8.1.3 or 8.1.9, the Borrower may pay fees to Harvest Partners and its respective Affiliates in respect of management services rendered by them to the Borrower and its Subsidiaries 84 118 to the extent the aggregate amount of such fees in any Fiscal Year (or portion thereof) does not exceed $1,250,000 per year, and so long as such fees accrue ratably throughout such year and are payable in advance or semi-annually; (i) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Subsidiary Guarantor and (ii) any non-wholly-owned Subsidiary of the Borrower may make Restricted Payments to its shareholders generally so long as the Borrower or its Subsidiary which owns the equity interest in the Subsidiary making such Restricted Payment receives at least its proportionate share thereof (based upon its relative holding of the equity interests in the Subsidiary making such Restricted Payment); (d) repurchases of Capital Stock of the Borrower deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof and so long as no cash is paid or distributed by any Credit Party the Borrower or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect theretoconnection therewith; (e) [reserved]; (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock so long as (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution Restricted Payment there shall exist no Default or Event of Default, (both before ii) the Borrower shall have delivered to the Administrative Agent a Compliance Certificate for the period of four full Fiscal Quarters immediately preceding such Restricted Payment (prepared in good faith and after in a manner and using such methodology which is consistent with the most recent financial statements delivered pursuant to Section 7.1.1) giving pro forma effect thereto), any Credit Party to such Restricted Payment and any evidencing compliance with the covenants set forth in Section 7.2.4 and a pro forma Leverage Ratio of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, andnot more than 2.00:1.0, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that as of the amount last day of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereofperiod, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (iiiii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such paymentRestricted Payment at least $25,000,000 of the Revolving Loan Commitment Amount would be unused, the Borrower may make Restricted Payments that, when aggregated with (A) all Restricted Payments previously made after the Effective Date pursuant to this Section 7.2.6(e) and (B) without duplication payments of principal of, and premium and interest on, Subordinated Debt previously made after the Effective Date pursuant to Section 7.2.8(a)(i)(y), do not exceed an amount equal to 25% of the extent not prohibited by cumulative positive Net Income of the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outsfor the period from January 1, seller notes, deferred purchase price obligations, holdbacks 2001 through the end of the most recent Fiscal Quarter or similar obligations that were incurred Fiscal Year for which the Borrower has delivered the financial statements required pursuant to Section 9.01(x7.1.1(a) or (b); orand (sf) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may Transactions shall be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereofpermitted.

Restricted Payments, etc. No Credit Party shall, and no Credit Party shall permit any None of its Subsidiaries to, make the Group Companies will declare or pay any Restricted PaymentPayments (other than Restricted Payments payable solely in Equity Interests (exclusive of Debt Equivalents) of such Person), other thanexcept that: (ai) payments by the Preferred Stock Redemption and the Equity Distribution may be effected on the Closing Date; (ii) any Wholly-Owned Subsidiary of a the Borrower may make Restricted Payments to such the Borrower or to the direct parent of such any Wholly-Owned Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock)Borrower; (biii) any non-Wholly-Owned Subsidiary of the Borrower may make Restricted Payments by to the Borrower or to any Credit Party Wholly-Owned Subsidiary of the Borrower or any ratably to all holders of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock)outstanding Equity Interests; (civ) [reserved]; so long as no Default or Event of Default is then in existence or would otherwise arise therefrom, the Borrower may make cash Restricted Payments to Holdings and Holdings may in turn make cash Restricted Payments to Parent Holdings to enable Parent Holdings to redeem or repurchase Equity Interests (dor Equity Equivalents) regularly scheduledfrom (A) officers, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes employees and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]; (f) redemptions, repurchases, retirements or other acquisitions directors of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant Group Company (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, spouses or former spouses) upon the death, domestic partners permanent disability, retirement or termination of employment of any such Person or otherwise, or (B) other holders of Equity Interests or Equity Equivalents in Parent Holdings; provided that in all such cases (A) no Default or Event of Default is then in existence or would otherwise arise therefrom, (B) the aggregate amount of all cash paid in respect of all such shares so redeemed or repurchased does not exceed the Applicable Basket Amount in the aggregate from and former domestic partners)after the Closing Date, including deemed repurchases in connection with the exercise and provided further that Parent Holdings may purchase, redeem or otherwise acquire Equity Interests and Equity Equivalents of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made Parent Holdings pursuant to this clause (fiv) are without regard to the restrictions set forth in the first proviso above for consideration consisting of (x) the proceeds of key man life insurance, (y) the Net Cash Proceeds of Qualifying Equity Issuances not be made otherwise utilized for any purpose specified in cash; clause (giii) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts definition of “Qualifying Equity Issuance” and (whether by way z) that portion of cash payments Excess Cash Flow for the fiscal years ended after the Closing Date, if any, not required to be used to prepay the Loans or issuance of Cash Collateralize L/C Obligations in accordance with Section 2.09 or utilized to make Investments under Section 7.06(a)(xvii) or Consolidated Capital Stock of Administrative BorrowerExpenditures under Section 7.14(c); (jv) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries Borrower may make distributions cash Restricted Payments to Holdings, and Holdings may in turn make cash Restricted Payments to Parent Holdings, to enable Holdings or Parent Holdings to pay, and in amounts not to exceed the amount necessary to pay, (A) the then currently due fees and expenses of Holdings’ and Parent Holdings’ counsel, accountants and other advisors and consultants, and other operating and administrative expenses of Holdings and Parent Holdings (including employee and compensation expenditures, directors’ and officers’ insurance premiums and other similar costs and expenses) incurred in the ordinary course of business that are for the benefit of, or are attributable to, or are related to, including the financing or refinancing of, Parent Holding’s Investment in the Borrower and its Subsidiaries, up to an aggregate amount sufficient to make payments of the Applicable Basket Amount for each fiscal year, (with cash or Shareholder Redemption NotesB) the then currently due fees and expenses of Holdings’ and Parent Holdings’ independent directors and (C) the then currently due taxes payable by Holdings and Parent Holdings solely on account of the purchase, redemption, or other acquisition or retirement income of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties Holdings and Parent Holdings related to their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be respective Investment in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries and the reasonable expenses of preparing returns reflecting such taxes; provided that Holdings and Parent Holdings agree to contribute to the Borrower any refund Holdings or Parent Holdings receives relating to any such taxes; and (vi) the Borrower may make cash Restricted Payments to Holdings, and Holdings may in turn make cash Restricted Payments to Parent Holdings, to enable Holdings or Parent Holdings to pay, and in amounts not to exceed the amount necessary to pay earn-outsthe amount that the Borrower would have been required to pay for federal, seller notesstate, deferred purchase price obligations, holdbacks local or similar obligations other taxes on income if it were deemed to be the common parent of an affiliated group (within the meaning of Section 1504 of the Code) of which only it and its Subsidiaries were members (and assuming for such purpose that were incurred pursuant to Section 9.01(xsuch group had the benefit of any losses of the Borrower and its Subsidiaries previously used by Holdings or Parent Holdings); or (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent provided that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same such payments may be made as a loan or advance to only in respect of the recipient thereof, period during which the Borrower is consolidated with Holdings and in such case Parent Holdings for purposes of the amount payment of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereoftaxes (such payments being herein referred to as (“Permitted Tax Distributions”).

Restricted Payments, etc. No Credit Party shallNone of Holdings, and no Credit Party shall permit the Borrower or any of its the Subsidiaries towill declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other than: (a) payments Restricted Payments made by any Subsidiary of a Borrower to such the Borrower or Subsidiaries to Holdings, the direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and or any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock)Subsidiaries; (b) Restricted Payments by any Credit Party or any of its Subsidiaries to Holdings may declare and pay dividends with respect to its capital stock and its Capital Stock Securities payable solely in additional shares of its common stock and its Qualified Capital Securities (other than Disqualified any common stock or other Qualified Capital StockSecurities constituting tracking stock); (c) [reserved]Holdings may make Restricted Payments pursuant to and in accordance with restricted stock agreements, stock option plans or other benefit plans for management, directors or employees of Holdings and its Subsidiaries in an aggregate amount not to exceed $250,000 in any Fiscal Year; (d) regularly scheduledHoldings may make Restricted Payments for the purpose of redeeming from former directors, nonaccelerated officers, employees, members of management, managers or consultants of Holdings, Borrower or any Subsidiary (or their respective family members, former spouses or estate) Capital Securities of Holdings or its direct or indirect parent Persons (and/or making payments on promissory notes issued by Holdings or its Subsidiaries pursuant to Section 8.2) and any tax payments related thereto, so long as the Borrower, after giving effect to such Restricted Payment, is in compliance with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect theretocovenant set forth in Section 8.4; (e) [reserved]Holdings may make repurchases of Capital Securities deemed to occur upon the cash-less or net exercise of stock options, warrants or other convertible or exchangeable securities; (f) redemptions, repurchases, retirements or other acquisitions Holdings may make repurchases of Capital Stock (i) Securities deemed to occur on upon the exercise withholding of options or warrants by the delivery of Capital Stock in satisfaction a portion of the exercise price of such options Capital Securities granted or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present awarded to a current or former officer, employee, director, member of management, employee or consultant to pay for the taxes payable by such Person upon such grant or award (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partnersupon vesting or exercise thereof), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved]Holdings may pay cash in lieu of the issuance of fractional shares by Holdings or any of its direct or indirect parent Persons, in an aggregate amount not to exceed $100,000; (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) to the extent such payments would constitute Restricted Payments, so long as no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and or would immediately result after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy Paragon that are required to be made pursuant to any tax liabilities arising in connection with such transactionsParagon Management Agreement; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions such payments prohibited due to the equity capital occurrence and continuance of Administrative Borrower (other than an Event of Default may be accrued and subsequently paid at any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent time so long as no Event of Default has occurred or and is continuing or would immediately result immediately after giving effect from such payment and (ii) indemnities or expense reimbursements that are required to such payment, be paid under any Paragon Management Agreement may be made notwithstanding the occurrence and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x)continuation of an Event of Default; orand (si) Holdings may declare or make, or agree to pay or make Restricted Payments which are contingent upon either (i) the extent constituting Restricted Payments, prior consent of Administrative Agent or the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 Required Lenders or (ii) the repayment in full of the Obligations (other than Section 9.04(e)contingent indemnification and expense reimbursement obligations for which no claims have been made) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, termination of the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereofCommitments.

Restricted Payments, etc. No Credit Party shall, and no Credit Party shall permit any None of its Subsidiaries to, make the Group Companies will declare or pay any Restricted PaymentPayments (other than Restricted Payments payable solely in Equity Interests or Equity Equivalents (exclusive of Debt Equivalents) of such Person), other thanexcept that: (ai) payments by any direct or indirect Wholly Owned Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any Wholly Owned Subsidiary of the Borrower; (ii) any direct or indirect non-Wholly Owned Subsidiary of the Borrower may make Restricted Payments to the Borrower or to any Wholly Owned Subsidiary of the Borrower or ratably to all holders of its outstanding Equity Interests or to any Subsidiary of the Borrower included in any consolidated, affiliated, combined or unitary group filing a Tax return with the Borrower or any Subsidiary of the Borrower, but only to the extent and in an amount necessary for such Subsidiary or, ultimately, the Borrower, to discharge any Tax liability attributable to such non-Wholly Owned Subsidiary; (iii) the Borrower may make cash Restricted Payments solely to purchase, redeem, retire, acquire, cancel, terminate or repurchase Equity Interests (or Equity Equivalents) in the Borrower or to the direct parent of make payments on any notes issued to redeem such Subsidiary Equity Interests or Equity Equivalents from (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock); (bI) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]; (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officerofficers, employeeemployees, directordirectors, member managers or consultants of management, or consultant any Group Company (or their respective estates, spouses or former spouses, other immediate family members, estate planning vehicles, successors, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise legatees or distributees of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts foregoing) following the death, permanent disability, retirement or termination of employment of any such Person or otherwise, or (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (jII) [reserved]; (k) to the extent so long as no Specified Event of Default has occurred and is continuing at or would result therefrom, other holders of Equity Interests or Equity Equivalents in the Borrower; provided that in all such cases the aggregate amount of all cash paid in respect of all such Equity Interests (and Equity Equivalents) so redeemed or repurchased and all such payments on any such notes does not exceed $10,000,000 in the aggregate from and after the Closing Date; (iv) any Group Company may make additional Restricted Payments in an aggregate amount during the term of this Agreement not exceeding the amount of Net Cash Proceeds received from any substantially contemporaneous Equity Issuance of the Borrower (other than an Equity Issuance of Disqualified Capital Stock or as an Equity Cure Contribution) Not Otherwise Applied immediately prior to the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so madelong as no Event of Default then exists or would be caused thereby; (n) [reserved]; (iv) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower may make cash Restricted Payments constituting de minimis cash payments in exchange for, or out lieu of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect issuance of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any the exercise of warrants, options or other securities convertible into or exchangeable for Capital StockEquity Interests of the Borrower or in connection with any dividend, split or combination of Equity Interests or a Permitted Acquisition; (rvi) the Group Companies may make additional Restricted Payments in an amount not to exceed the extent Available Amount, provided that (x) no Event of Default has occurred or is continuing or would result immediately therefrom and (y) the Total Net Leverage Ratio for the most recently ended period of four consecutive fiscal quarters of the Borrower for which financial statements are available does not exceed 2.00 : 1.00 on a Pro Forma Basis after giving effect to such paymentRestricted Payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); orincluding on a Pro Forma Basis; (svii) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries Group Companies may enter into and consummate transactions expressly permitted by Section 9.04 7.04, Section 7.05, Section 7.06 or Section 7.09; (other than Section 9.04(e)viii) and Section 9.05 the Group Companies may pay dividends or distributions within 30 days of the date of declaration thereof, if at the date of declaration thereof such payment would have complied with the provisions of this Agreement; (other than Section 9.05(l)). To ix) to the extent that Administrative constituting Restricted Payments, the Group Companies may pay contingent liabilities in respect of any adjustment of purchase price, earn-outs, deferred compensation and similar obligations of the Borrower and its Subsidiaries incurred in connection with Permitted Acquisitions, Permitted Intellectual Property Asset Acquisitions, Permitted Joint Ventures, Investments permitted by Section 7.06 and Asset Dispositions; (x) repurchases of Equity Interests in the Borrower or its Subsidiaries are permitted any Subsidiary deemed to make any Restricted Payments pursuant to this Section 9.06, occur upon the same exercise of stock options or warrants may be made as if such Equity Interests represent a loan portion of the exercise price of such options or advance warrants; (xi) the Borrower may (a) accept Equity Interests in the Borrower to satisfy the withholding tax obligations of the holder of such Equity Interests upon settlement of such Equity Interests or (b) effect a net settlement of Equity Interests in the Borrower upon the exercise of such Equity Interests to cover the exercise price or tax withholding of such Equity Interests, in each case in an aggregate amount not to exceed $2,000,000 per year; and (xii) the Group Companies may make Restricted Payments in respect of the 2019 Notes and any Permitted Refinancing thereof to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made extent permitted by Administrative Borrower or its Subsidiaries in respect thereofSection 7.08.

Restricted Payments, etc. No Credit Party shallHoldings and the Borrower will not, and no Credit Party shall will not permit any of its their respective Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other thanexcept: (a) payments the Borrower may make Restricted Payments to Holdings for the purpose of paying, so long as all proceeds are promptly used by any Subsidiary of a Borrower Holdings to such Borrower or pay, (i) reasonable fees for audit, legal and similar administrative services and other corporate overhead, (ii) customary fees to the direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiaryofficer directors of Holdings who are not Affiliates of Holdings, (iii) out-of-pocket expenses to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests directors or observers of the relevant class board of Capital Stock)directors of Holdings and (iv) taxes payable by Holdings; (b) so long as at the time of such purchase (and after giving effect thereto) there shall exist no Default, Holdings may (and the Borrower may make Restricted Payments to Holdings to permit Holdings to) repurchase Management Shares from any Management Investor or repay (or make interest payments on) Indebtedness incurred (i) with proceeds of the key-man life insurance maintained on the life of such Management Investor and (ii) with cash in an aggregate amount not exceeding $2,500,000 per year up to a maximum aggregate amount equal to $10,000,000 over the term of this Agreement; provided that to the extent the amount of cash used to make such repurchases (or repayments and payments of such Indebtedness) in any Fiscal Year is less than $2,500,000, 100% of such unused amount may be carried forward to succeeding Fiscal Years and utilized to make such repurchases (or repayments and payments of such Indebtedness) in such succeeding Fiscal Years (up to such maximum amount); (i) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any wholly-owned Subsidiary of the Borrower which is the parent of such Subsidiary and (ii) any non-wholly-owned Subsidiary of the Borrower may make Restricted Payments to its shareholders generally so long as the Borrower or its Subsidiary which owns the equity interest in the Subsidiary making such Restricted Payment receives at least its proportionate share thereof (based upon its relative holding of the equity interests in the Subsidiary making such Restricted Payment); (d) so long as no Default then exists or would result therefrom, the Borrower may make Restricted Payments to Holdings at the times, and in the amounts, necessary to enable Holdings to make any regularly scheduled interest or principal payments that are due and payable on any Permitted Seller Notes or in respect of any Qualifying Subordinated Debt to the extent that such payments are permitted to be made pursuant to Section 7.2.8; (e) repurchases of Capital Stock of Holdings deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof and so long as no cash is paid or distributed by any Credit Party Holdings or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved];connection therewith; and (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by Tender Offer and the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not Merger shall be made in cash; (g) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereofpermitted.

Restricted Payments, etc. No Credit Party shallHoldings and the Borrower will not, and no Credit Party shall will not permit any of its their respective Subsidiaries to, declare or make a Restricted Payment, or make any deposit for any Restricted Payment, other thanexcept: (a) payments the Borrower may make Restricted Payments to Holdings for the purpose of paying, so long as all proceeds are promptly used by any Subsidiary of a Borrower Holdings to such Borrower or pay, (i) reasonable fees for audit, legal and similar administrative services and other corporate overhead, (ii) customary fees to the direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiaryofficer directors of Holdings who are not Affiliates of Holdings, (iii) out-of-pocket expenses to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests directors or observers of the relevant class board of Capital Stock)directors of Holdings and (iv) taxes payable by Holdings; (b) so long as at the time of such purchase (and after giving effect thereto) there shall exist no Default, Holdings may (and the Borrower may make Restricted Payments to Holdings to permit Holdings to) repurchase Management Shares from any Management Investor (i) with proceeds of the key-man life insurance maintained on the life of such Management Investor and (ii) with cash in an aggregate amount not exceeding $2,500,000 per year up to a maximum aggregate amount equal to $10,000,000 over the term of this Agreement; provided that to the extent the amount of cash used to make such repurchases in any Fiscal Year is less than $2,500,000, 100% of such unused amount may be carried forward to succeeding Fiscal Years and utilized to make such repurchases in such succeeding Fiscal Years; (i) any Subsidiary of the Borrower may make Restricted Payments to the Borrower or any Subsidiary Guarantor and (ii) any non-wholly-owned Subsidiary of the Borrower may make Restricted Payments to its shareholders generally so long as the Borrower or its Subsidiary which owns the equity interest in the Subsidiary making such Restricted Payment receives at least its proportionate share thereof (based upon its relative holding of the equity interests in the Subsidiary making such Restricted Payment); (d) so long as no Default then exists or would result therefrom, the Borrower may make Restricted Payments to Holdings at the times, and in the amounts, necessary to enable Holdings to make any regularly scheduled interest or principal payments that are due and payable on any Permitted Seller Notes or in respect of any Qualifying Subordinated Debt to the extent that such payments are permitted to be made pursuant to Section 7.2.8; (e) repurchases of Capital Stock of Holdings deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof and so long as no cash is paid or distributed by any Credit Party Holdings or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved];connection therewith; and (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by Tender Offer and the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not Merger shall be made in cash; (g) [reserved] (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower); (j) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereofpermitted.

Restricted Payments, etc. No Credit Party shall, and no Credit Party shall permit any of its Subsidiaries to, make any Restricted Payment, other than: (a) payments by any Subsidiary of a Borrower to such Borrower or to the direct parent of such Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary, to a Borrower and any other Subsidiaries and to each other owner of Capital Stock of such Subsidiary based on their relative ownership interests of the relevant class of Capital Stock); (b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in additional shares of its common stock (other than Disqualified Capital Stock); (c) [reserved]; (d) regularly scheduled, nonaccelerated payments with respect to Indebtedness subordinated to the Obligations (including, without limitation, seller notes and earnout obligations) to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (e) [reserved]; (f) redemptions, repurchases, retirements or other acquisitions of Capital Stock (i) deemed to occur on the exercise of options or warrants by the delivery of Capital Stock in satisfaction of the exercise price of such options or warrants or (ii) in consideration of withholding or similar taxes payable by any future, present or former officer, employee, director, member of management, or consultant (or their respective estates, executors, administrators, heirs, family members, legatees, distributees, spouses, former spouses, domestic partners and former domestic partners), including deemed repurchases in connection with the exercise of stock options or vesting of performance stock units or restricted stock units; provided, that, any Restricted Payments made pursuant to this clause (f) are not be made in cash; (g) [reserved]; (h) [reserved]; (i) payment and/or satisfaction of the Existing Earnouts (whether by way of cash payments or issuance of Capital Stock of Administrative Borrower)[reserved]; (j) [reserved]; (k) to the extent no Specified Event of Default has occurred and is continuing at the time of such distribution (both before and after giving effect thereto), any Credit Party and any of its Subsidiaries may make distributions in an amount sufficient to make payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of the Capital Stock of a Credit Party or Subsidiary from former employees, officers, or directors of the Credit Parties and their Subsidiaries (or any spouses, ex-spouses, beneficiaries or estates of any of the foregoing) which may be in the form of forgiveness of Indebtedness, and Administrative Borrower may make such payments (with cash or Shareholder Redemption Notes) on account of the purchase, redemption, or other acquisition or retirement of any shares of its Capital Stock, and, in each case, make payments to satisfy any tax liabilities arising in connection with such transactions; provided that the amount of such distributions and repurchases (including any such distributions or repurchases in the form of forgiveness of Indebtedness) may not exceed the sum of (x) $1,500,000 2,500,000 in any Fiscal Year plus (y) the amount of the cash proceeds of any permitted issuance of Qualified Capital Stock received by a Borrower for the purpose of making such payments and used solely for such purpose plus (z) key man life insurance proceeds received by the Borrowers or any of their respective Subsidiaries during such Fiscal Year; (l) Restricted Payments in connection with the retention of Capital Stock in payment of withholding taxes in connection with equity-based compensation plans that have been approved by a majority of the board of directors (or other governing body) of the applicable Credit Party in good faith; (m) the making of any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 9.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (n) [reserved]; (i) the redemption, repurchase, retirement or other acquisition of any Capital Stock (“Retired Capital Stock”) of Administrative Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale of, Capital Stock of Administrative Borrower or contributions to the equity capital of Administrative Borrower (other than any Disqualified Capital Stock) (collectively, including any such contributions, “Refunding Capital Stock”) and (ii) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale of Refunding Capital Stock; (p) Restricted Payments (x) in the form of distributions of Capital Stock (other than Disqualified Capital Stock) and payments in respect of fractional shares upon the conversion or exchange of Capital Stock (including options and warrants) or (y) upon the conversion or exchange of Subordinated Debt to the extent expressly permitted by the applicable subordination agreement or such other subordination terms with respect thereto; (q) Administrative Borrower or any of the Subsidiaries may pay cash in lieu of fractional Capital Stock in connection with any dividend, split or combination thereof, any Permitted Acquisition or any exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock; (r) to the extent no Event of Default has occurred or is continuing or would result immediately after giving effect to such payment, and to the extent not prohibited by the applicable subordination provisions applicable thereto, Administrative Borrower and its Subsidiaries may pay earn-outs, seller notes, deferred purchase price obligations, holdbacks or similar obligations that were incurred pursuant to Section 9.01(x); or (s) to the extent constituting Restricted Payments, the Borrowers and their respective Subsidiaries may enter into and consummate transactions permitted by Section 9.04 (other than Section 9.04(e)) and Section 9.05 (other than Section 9.05(l)). To the extent that Administrative Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 9.06, the same may be made as a loan or advance to the recipient thereof, and in such case the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by Administrative Borrower or its Subsidiaries in respect thereof.