Common use of Restricted Payments; Restricted Debt Payments Clause in Contracts

Restricted Payments; Restricted Debt Payments. (a) The Borrowers shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officers, employees, members of management, managers, employees and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)) and franchise fees, franchise Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to any taxing authority and that are attributable to the income or operation of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purpose; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and (E) to finance any Investment permitted under Section 6.6 (provided that (x) any Restricted Payment under this clause (a)(i)(E) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary; (ii) the Borrowers may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Restricted Subsidiary of the Borrowers: (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000; (B) with the proceeds of any sale or issuance of the Capital Stock of a Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]; (iv) the Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above; (v) the Borrowers may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]; (vii) to the extent constituting a Restricted Payment, the Borrowers may consummate any transaction permitted by Section 6.6 (other than Sections 6.6(i) and (s)), Section 6.7 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d)); (viii) other Restricted Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers shall not not, nor shall it permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, make any Restricted Payment, except that: (i) the Borrowers each Borrower and each other Restricted Subsidiary may make Restricted Payments to the extent necessary to permit any Parent Companydirect or indirect parent thereof: (A) to (1) pay general corporate, administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officersany director, employeesofficer, members employee, member of management, managers, employees manager and/or consultants consultant of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the corporate, legal and organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims claim made by directorsany director, officersofficer, members member of management, managersmanager, employees or consultants employee and/or consultant of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Parent Company and/or its subsidiariessubsidiaries (including the Borrowers’ and the Restricted Subsidiaries’ proportionate share of such amount relating to such parent company being a public company), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) distributions to pay Taxes due and payable by such Parent Company direct or indirect parent’s equity owners in proportion to their equity interests sufficient to allow each such equity owner to receive an amount at least equal to the aggregate amount of its out-of-pocket costs to any taxing authority unaffiliated third parties directly attributable to creating (including any incorporation or registration fees) and that are maintaining the existence of the applicable equity owner (including doing business fees, franchise, excise and similar taxes and other fees and expenses), and legal and accounting and other costs directly attributable to maintaining its corporate, legal, or organizational existence and complying with applicable legal requirements, including such costs attributable to the income preparation of tax returns or operation compliance with tax laws, so long as attributable to the operations of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and the Restricted Subsidiaries and such taxes or their Restricted Subsidiariesexpenses are incurred in the ordinary course of business; (C) for any taxable period in which any Borrower and, including if applicable, any of its Subsidiaries is a member of a consolidated, combined or similar income tax liabilities group (or a disregarded entity directly owned by a member of such a group) of which a direct or indirect parent of such Borrower is the common parent (a “Tax Group”), federal and applicable state and local income taxes of such Tax Group then due and payable to the extent attributable to the taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers such Borrower and their Restricted its applicable Subsidiaries; provided that the amount of such Tax payment distributions shall not exceed be greater than the Taxes amount of such taxes that would have been due and payable by such Borrower and its applicable Subsidiaries had such Borrower filed a separate stand-alone corporate tax return (or the Borrowers and their Restricted such Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were filed a separate consolidated, combined, unitary or similar group; provided, further that type return with the amount permitted under this subclause Borrowers as the consolidated parent) for all relevant taxable periods (B) relating to Taxes that are and in the case of taxes attributable to the taxable income of Unrestricted Subsidiaries in any period unrestricted subsidiaries, such distributions shall be limited to the amount extent of dividends and other cash distributions actually made by received from such Unrestricted Subsidiaries to any Restricted Subsidiary for such purposeunrestricted subsidiaries); (CD) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (DE) for the payment of to pay any insurance premiums to the extent premium that is payable by, or attributable to Holdings to, any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiumspremium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries); (F) to pay (x) fees and expenses related to any debt and/or equity offering, Holdingsinvestment and/or acquisition (whether or not consummated) (but excluding, Intermediate Holdings, CP Holdings LLC, Industreafor the avoidance of doubt, the portion of any such fees and expenses, if any, that is attributable to the ownership or operations of any subsidiary of any Parent Company other than the Borrowers and/or their subsidiaries (which shall include any equity offering, investment and/or acquisition (whether or not consummated) by such other subsidiary)) and their Restricted Subsidiaries; and(y) after the consummation of an initial public offering or the issuance of public debt Securities, Public Company Costs; (EG) to finance any Investment by a parent entity that would be permitted under to be made pursuant to Section 6.6 (6.06 and Section 5.13 if such parent were subject to such Sections; provided that (xA) any such Restricted Payment under this clause (a)(i)(E) shall be made substantially concurrently with the closing of such Investment and Investment, (yB) the relevant Parent Company such parent shall, promptly following the closing thereof, cause (I1) all property acquired (whether assets or Capital Stock) to be contributed to a Borrower the Borrowers or one or more of its the other Restricted Subsidiaries, Subsidiaries or (II2) the merger, consolidation or amalgamation merger (to the extent permitted in Section 6.07) of the Person formed or acquired into a Borrower the Borrowers or one or more of its the other Restricted Subsidiaries, Subsidiaries in order to consummate such Investment Permitted Acquisition or Investment, in compliance each case, in accordance with the applicable requirements of Section 6.6 as if undertaken as a direct 5.12 and (C) such contribution shall constitute an Investment by the relevant applicable Borrower or the relevant applicable Restricted SubsidiarySubsidiaries, as the case may be, at the date of such contribution or merger, as applicable, in an amount equal to the amount of such Restricted Payment; and (H) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, operating partners, advisors, service providers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrowers and/or their subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers each Borrower and each other Restricted Subsidiary may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of such Borrower or such other Restricted Subsidiary, any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager, operating partner, advisor, service provider, or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers any Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager, operating partner, advisor, service provider, or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers any Borrower or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the subsidiary) in an aggregate amount not to exceed the greater of Restricted Payments made as $3,760,000 and 20% of Consolidated Adjusted EBITDA for the most recently ended Test Period (calculated on a Pro Forma Basis) in any calendar year (with unused amounts in any calendar year being carried over to the succeeding calendar year and increasing such date pursuant to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000amount); (B) with the proceeds of any sale or issuance of the Qualified Capital Stock of a Borrower the Borrowers or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower Borrowers or any Restricted Subsidiary)) in each case, but only (1) other than any proceeds received from the sale of Capital Stock to, or contributions from, the Borrowers or any of their Restricted Subsidiaries, (2) to the extent such the relevant proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunder, (3) other than any Cure Amount or Available Excluded Contribution Amount and/or (4) other than amounts used to increase the Available Amount pursuant to clauses (c) and (d) of the definition of “Available Amount”; or (C) with the net proceeds of any key-man life insurance policiespolicy; (iii) [reserved]; (iv) the Borrowers each Borrower and each other Restricted Subsidiary may make additional Restricted Payments (i) in an amount not to any Parent Company to enable such Parent Company to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of exceed (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any futurethe portion, present or former officersif any, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of Available Amount on such date that the payments described in sub-Lead Borrower elects to apply to this clause (A) above; (v) the Borrowers may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]; (vii) to the extent constituting a Restricted Payment, the Borrowers may consummate any transaction permitted by Section 6.6 (other than Sections 6.6(i) and (siii)(A)), Section 6.7 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d)); (viii) other Restricted Payments; provided that (Ax) no Event of Default has occurred and is continuing exists or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments solely with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower and the Restricted Subsidiaries shall not pay or make, directly or indirectly, any Restricted Payment, except thatexcept: (i) the Borrowers may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees and/or managers or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise fees, franchise fees and similar Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or Borrower and its subsidiariesSubsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any a consolidated, combined or similar income tax liabilities attributable group for U.S. federal or applicable state or local income tax purposes of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”), to taxable pay the portion of any U.S. federal, state or local income Taxes of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes Group for such taxable period that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the Borrower and/or its Subsidiaries; provided that (1) the amount of dividends such Restricted Payments for any taxable period shall not exceed the amount of such Taxes that the Borrower and/or such Subsidiaries, as applicable, would have paid had the Borrower and/or such Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group), and other distributions actually made by (2) Restricted Payments in respect of any Taxes attributable to the income of an Unrestricted Subsidiary shall be permitted only to the extent that such Unrestricted Subsidiaries Subsidiary has made cash payments for such purpose to the Borrower or any Restricted Subsidiary for such purposeSubsidiary; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiariesBorrower and its Subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiariesBorrower and its Subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and; (E) to pay (x) fees and expenses related to debt or equity offerings, Investments or acquisitions (whether or not consummated) and (y) Public Company Costs; (F) to finance any Permitted Investment or any other Investment otherwise permitted under this Section 6.6 6.04(a) (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its the Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its the Restricted Subsidiaries, in order to consummate such Investment as a Permitted Investment or in compliance with the applicable requirements of the applicable provisions of this Section 6.6 6.04(a) as if undertaken as a direct Investment by the relevant Borrower or the relevant a Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and its Subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers may Restricted Payments (or may make making Restricted Payments to allow any Parent Company toCompany) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Restricted Subsidiary of the Borrowers: (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company Company, the Borrower or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary Subsidiary: (A) in accordance with the terms of promissory notes issued pursuant to Section 6.01(o), so long as the Borrowers); providedaggregate amount of all Cash payments made in respect of such promissory notes, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, together with the aggregate amount of Restricted Payments made as of such date pursuant to sub-clause (D) of this Section 6.4(a)(ii)(A) shall clause (ii), in any Fiscal Year does not exceed the greater of $10,000,00055,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Years) and 15.0% of Consolidated Adjusted EBITDA for such Fiscal Year; provided that such amount in any Fiscal Year shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries (or by any Parent Company and contributed to the Borrower or any Restricted Subsidiary) after the Closing Date and not previously utilized under this sub-clause (A) of this clause (ii) or sub-clauses (C) or (D) of this clause (ii); (B) with the proceeds of any sale or issuance of the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents so long as the aggregate amount of Restricted Payments made pursuant to this sub-clause (D) of this clause (ii), together with the aggregate amount of all Cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), in any Fiscal Year does not exceed the greater of $55,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Years) and 15.0% of Consolidated Adjusted EBITDA for such Fiscal Year; provided that such amount in any Fiscal Year shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries (or by any Parent Company and contributed to the Borrower or any Restricted Subsidiary) after the Closing Date and not previously utilized under this sub-clause (D) of this clause (ii) or sub-clauses (A) or (C) of this clause (ii); (iii) [reserved]additional Restricted Payments in an amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower and the Restricted Subsidiaries elect to apply to this clause (iii); provided that (x) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing and (y) in the case of any utilization of the Builder Basket, the Total Leverage Ratio, calculated on a Pro Forma Basis for the most recently ended Test Period, would not exceed 2.00:1.00; (iv) the Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting with respect to net settlement in connection with the exercise of (A) payments made stock options or expected to be made in respect warrants or the settlement or vesting of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in subother equity-clause (A) abovebased awards; (v) the Borrowers may make Restricted Payments to repurchase (or make making Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]Restricted Payments to holders of the Existing Preferred Equity outstanding and as required to be made pursuant to the terms thereof as of the Closing Date, in an amount not to exceed $7,000,000 per Fiscal Year; (vii) so long as, immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, making Restricted Payments (or making Restricted Payments to any Parent Company to enable it to make corresponding payments) with respect to Capital Stock in an amount not to exceed 5.0% per annum of market capitalization; (viii) Restricted Payments to (A) redeem, repurchase, retire or otherwise acquire any (x) Capital Stock (“Treasury Capital Stock”) of the Borrower or any Restricted Subsidiary or (y) Capital Stock of any Parent Company, in the case of each of subclauses (x) and (y), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (B) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting Restricted Payments, transactions permitted by Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (x) to the extent that immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, additional Restricted Payments in an aggregate amount not to exceed the greater of $125,000,000 and 35.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period, minus the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv); (xi) to the extent that immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, additional Restricted Payments so long as the aggregate amount of Restricted Payments made pursuant to this clause (xi) in any Fiscal Year does not exceed the greater of $22,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Year) and 6.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period; (xii) Restricted Subsidiaries may pay dividends and other distributions and Restricted Payments (other than Restricted Payments of the type described in clause (c) of the definition thereof) to their equity holders generally, so long as the Borrower or any Restricted Subsidiary that owns the equity interest in the Restricted Subsidiary paying such dividends and other distributions and Restricted Payments (other than Restricted Payments of the type described in clause (c) of the definition thereof) receives at least its pro rata share thereof based on the respective ownership of such Restricted Subsidiary; (xiii) to the extent constituting a Restricted Payment, the Borrowers may consummate any transaction permitted by Section 6.6 (other than Sections 6.6(i) and (s)), Section 6.7 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d))Transactions; (viiixiv) other additional Restricted Payments; provided that Payments so long as (A) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, calculated on a Pro Forma Basis for the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall most recently ended Test Period, would not exceed $10,000,0001.50:1.00; and (ixxv) Restricted Payments made with any other Restricted Payment subject to compliance with returns on Investment from, or proceeds received from any Disposition of, in each case, the Payment Conditionsassets set forth on Schedule 6.07(bb). (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, Cash on account of the purchase, redemption, retirement, acquisition, cancellation or termination of principal of or interest on any Restricted Debt (including any by making any sinking fund or similar deposit), in each case, more than 60 days prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m)6.01; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) so long as, immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of $36,000,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period, minus the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(x); (Av) Restricted Debt Payments in exchange for, or made with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or the Borrower or any Restricted Subsidiary or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all Borrower or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]Subsidiary; (vi) other Restricted Debt Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi); provided that (x) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing and (y) in the case of any utilization of the Builder Basket, the Total Leverage Ratio, calculated on a Pro Forma Basis for the most recently ended Test Period, would not exceed 2.00:1.00; (vii) additional Restricted Debt Payments; provided that (A) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, calculated on a Pro Forma Basis for the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall most recently ended Test Period, would not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.1.75:1.00;

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not not, nor shall it permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay (1I) pay reasonable and customary general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees managers and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, business to the extent attributable to the ownership or operations of Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their ) and/or its subsidiaries; provided, that the aggregate amount of Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1clause (I) shall not exceed $5,000,000 500,000 in any Fiscal Year, and (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3II) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings Company (but excluding, excluding for the avoidance of doubt, the portion of any such amountindemnification claims, if any, that is are attributable to the ownership or operations of any subsidiary of Holdings such Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their ) and/or its subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to (x) for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; providedtax group for U.S. federal and/or applicable state or local tax purposes of which such Parent Company is the common parent, further that to discharge the amount permitted under this subclause (B) relating consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due, to Taxes that the extent such liabilities are attributable to the taxable income of Unrestricted Subsidiaries in the Borrower and/or any period shall be limited to subsidiary; provided that the amount of dividends such payments in respect of any taxable year do not exceed the amount of such Tax liabilities that the Borrower and/or its applicable subsidiaries would have paid had such Tax liabilities been paid as standalone companies or as a standalone group and other (y) for any taxable period for which the Borrower is a partnership or disregarded entity for U.S. federal income tax purposes that is wholly-owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local tax purposes, distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary direct or indirect parent of the Borrower in an amount not to exceed the amount of any Tax that the Borrower and/or its applicable subsidiaries would have paid had such Tax been paid as stand alone companies or as a standalone group (and assuming for purposes of such purposecalculation that the Borrower is classified as a domestic corporation for U.S. federal income tax purposes); (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) (x) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries, (y) for the payment of legal and other professional fees of any Parent Company (but excluding, for the avoidance of doubt, the portion of any legal and other professional fees, if any, that are attributable to the ownership or operations of any subsidiary of such Parent Company other than Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries) and their Restricted Subsidiaries; and(z) Public Company Costs; (E) to pay customary fees and expenses of third parties related to debt or equity offerings, investments or acquisitions (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate subsidiary) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,0005,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower, any of its Restricted Subsidiaries or any Affiliated Practice, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount, any Available Excluded Contribution Amount and/or any Contribution Indebtedness Amount; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied on the Closing Date solely to effect the consummation of the Transactions or pay Transaction Costs; (vii) each Restricted Subsidiary may make Restricted Payments with respect to any shares of any class of its Capital Stock; provided, that in the case of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the share of the foregoing made or paid to the Borrower or any of the Restricted Subsidiaries is at least pro rata to the percentage of such class of Capital Stock in such Restricted Subsidiary that is not a Wholly-Owned Subsidiary owned by the Borrower and its other Restricted Subsidiaries; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(a), (d), (j) and (o)); (viiix) other the Borrower may make Restricted PaymentsPayments in an aggregate amount, together with the aggregate amount of payments made pursuant to Section 6.04(b)(iv), not to exceed the RP/RDP Shared Cap; provided that Restricted Payments permitted under this clause (Ax) may solely be made (directly or indirectly) to, and received by, Parent and shall not be further distributed to any equityholder of Parent, (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default exists at the time of the declaration of such Restricted Payment and (ii) the Total Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; (xii) the Borrower may make Restricted Payments the proceeds of which are applied, directly or indirectly, to repay or redeem the Series A Preferred Shares, so long as (i) the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Test Period does not exceed 4.00:1.00 and (ii) no Event of Default has occurred and is continuing continuing; (xiii) from and after the third anniversary of the Closing Date, the Borrower may make Restricted Payments the proceeds of which are applied, directly or would result therefrom indirectly, to pay cash dividends on the Series A Preferred Shares to the extent that the Parent has elected (or is required) to pay such dividends in cash in accordance with the Series A Preferred Shares Certificate of Designation, so long as (A) the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Test Period does not exceed 4.75:1.00 and (B) at the time any such Restricted Payment no Event of Default has occurred and is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000continuing; and (ixxiv) any other the Borrower may make Restricted Payment subject Payments to compliance with Parent to the Payment Conditionsextent necessary to permit Parent to make the payments permitted under clauses (i) and (ii) of Section 6.04(c) (and solely to the extent such Restricted Payments are applied for such purpose). (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any (x) any Junior Lien Indebtedness, (y) any Junior Indebtedness and or (z) any unsecured Indebtedness permitted hereunder of the types described in clauses (a) and (c) of the definition of “Indebtedness” (other than Indebtedness among Holdings, the Borrower and/or its subsidiaries) (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m)6.01; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) Restricted Debt Payments in an aggregate amount, together with the aggregate amount of Restricted Payments made pursuant to Section 6.04(a)(x), not to exceed the RP/RDP Shared Cap; (v) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or Borrower and/or Capital Stock of any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt Payments; provided that Payments in an aggregate amount not to exceed (A) no Event the portion, if any, of Default has occurred and is continuing or would result therefrom, and (B) at the time any Available Amount on such Restricted Debt Payment is made and after giving pro forma effect thereto, date that the aggregate amount of Restricted Debt Payments made as of date pursuant Borrower elects to apply to this clause (vivi)(A) shall not exceed $5,000,000; and and/or (viiB) any other Restricted Debt Payments subject the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to compliance with the Payment Conditions. apply to this clause (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.vi)(B);

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may declare and pay dividends or distributions, or make Restricted Payments loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies (or, in the case of clause (E) below, any other direct or indirect owners of the Borrower) to the extent necessary to permit any Parent Companypay, in each case without duplication: (A) to (1) pay general administrative franchise and operating costs excise taxes and other fees, taxes and expenses required to maintain their existence; (including corporate overhead, legal or similar expenses and B) customary salary, bonus and other benefits payable to officers, employees, members of management, managers, officers and employees and/or consultants of any Parent Company (and/or any Immediate Family Member of any direct or indirect parent company of the foregoing)) and franchise fees, franchise Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations operation of Holdings the Borrower and its Restricted Subsidiaries; (but excluding, for the avoidance of doubt, the portion C) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Borrower to the extent such amount, if any, that is costs and expenses are attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member operation of the foregoing), which is reasonable Borrower and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or its Restricted Subsidiaries; (D) fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including other than to Affiliates of the Borrower, related to any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder;unsuccessful equity or debt offering of such parent entity; and (BE) to pay Taxes due and payable by such Parent Company to (I) for any taxing authority and that are attributable to taxable period (or portion thereof) for which the income Borrower or operation any of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their its Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were are members of a separate consolidated, combined, unitary or similar group; providedincome tax group for U.S. federal, further that state, local or applicable foreign income tax purposes of which any direct or indirect parent of the amount permitted under this subclause Borrower is the common parent (Ba “Tax Group”), to pay the portion of any U.S. federal, state, local and foreign income taxes (as applicable) relating to Taxes of such Tax Group for such taxable period that are attributable to the taxable income of the Borrower and/or the applicable Restricted Subsidiaries (and, to the extent permitted below, the applicable Unrestricted Subsidiaries in any period shall be limited to Subsidiaries); provided that for each taxable period, (1) the amount of dividends such payments made in respect of such taxable period in the aggregate will not exceed the amount that the Borrower and other the applicable Restricted Subsidiaries (and, to the extent permitted below, the applicable Unrestricted Subsidiaries), as applicable, would have been required to pay in respect of such taxable income as stand-alone taxpayers or a stand-alone Tax Group and (2) the amount of such payments made in respect of an Unrestricted Subsidiary will be permitted only to the extent that cash distributions actually were made by such an Unrestricted Subsidiaries Subsidiary to the Borrower or any Restricted Subsidiary for such purpose; purpose and (CII) for any taxable period for which the Borrower is a partnership (or disregarded as separate from a partnership) for U.S. federal income tax purposes, to make distributions to enable the direct and indirect owners of the Borrower to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, their tax liabilities attributable to the ownership taxable income of the Borrower and its subsidiaries in an amount not to exceed the product of (1) the taxable income allocated or operations attributed from the Borrower and its subsidiaries that are treated as partnerships, or disregarded as separate from a partnership, for U.S. federal income tax purposes for such taxable period, to the direct or indirect owners of the Borrower for such taxable period determined without regard to any subsidiary adjustments under Section 734(b) of Holdingsthe Code or Section 743(b) of the Code and without regard to gain specifically allocated under Section 704(c) of the Code and (2) the highest combined marginal U.S. federal, other than Intermediate Holdings, CP Holdings LLC, Industrea, state and local income tax rate in any jurisdiction in the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; United States applicable to a corporation or individual (Dwhichever is higher) for such period, taking into account the payment character of insurance premiums to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and (E) to finance any Investment permitted under Section 6.6 (provided that (x) any Restricted Payment under this clause (a)(i)(E) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shalltax items (e.g., promptly following the closing thereof, cause (I) all property acquired to be contributed to a Borrower ordinary or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiarycapital); (ii) the Borrowers Borrower may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or Company, the Borrower and/or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowers: subsidiary (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts any amount paid in respect of any promissory notes note issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value take any action described in this clause (ii)): (A) with Cash and Cash Equivalents in an amount not to exceed the Capital Stock greater of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member $15,000,000 and 10% of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary Consolidated Adjusted EBITDA as of the Borrowers); providedlast day of the most recently ended Test Period in any Fiscal Year, that at the time any which, if not used in such Restricted Payment is made and after giving pro forma effect theretoFiscal Year, the aggregate amount of Restricted Payments made as of such date pursuant shall be carried forward to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (I) other than any net cash proceeds received from the sale of Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries, (II) to the extent such the relevant net cash proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (III) other than any Cure Amount and/or any Available Excluded Contribution Amount; or (C) with the net proceeds of any key-man life insurance policiespolicy; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such the Borrower and/or any Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]declare and pay dividends or distributions to holders of any class or series of Disqualified Capital Stock of the Borrower or any Restricted Subsidiary or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 6.01 to the extent such dividends or distributions are included in the definition of “Consolidated Fixed Charges”; (vii) so long as no Event of Default exists at the time of declaration of such Restricted Payment, the Borrower may (or may make Restricted Payments to any Specified Parent Company to enable it to) make Restricted Payments in an amount not to exceed 5.00% per annum of Market Capitalization; (viii) the Borrower may make Restricted Payments to (A) redeem, repurchase, retire or otherwise acquire any (I) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (II) Capital Stock of any Parent Company, in the case of each of subclauses (I) and (II), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (B) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d) and (j)); (viiix) other the Borrower may make Restricted Payments; provided that Payments in an aggregate amount not to exceed (A) the greater of $35,000,000 and 25% of Consolidated Adjusted EBITDA minus (B) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(B) minus (C) the amount of any Restricted Debt Payment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B); (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom and (Bg) exists at the time any of the declaration of such Restricted Payment is made and after giving pro forma effect thereto(ii) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.50:1.00; (xii) the aggregate Borrower or any Restricted Subsidiary may make loans, advances, dividends, distributions or other payments to enable Shift4 Payments and its subsidiaries (other than the Borrower and its subsidiaries) to satisfy any obligations pursuant to the Tax Receivable Agreement, including any lump sum amount payable upon an early termination of the Tax Receivable Agreement; (xiii) the Borrower or any Restricted Payments made as Subsidiary may pay dividends or other distributions on its Capital Stock or consummate any irrevocable redemption within 60 days of the declaration of such dividend or distribution or the giving of the redemption notice, as the case may be, if, on the date of such declaration or notice, such dividends or other distributions or redemption payment could have been paid in compliance with this Agreement; (xiv) the Borrower or any Restricted Subsidiary may make payments or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with Section 6.06 or a consolidation, merger or transfer of assets that is not prohibited by this Section 6.4(a)(viiiAgreement; (xv) shall not exceed $10,000,000the Borrower or any Restricted Subsidiary may make payments arising under Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Securitization Entity; and (ixxvi) the Borrower or any other Restricted Payment subject to compliance Subsidiary may make payments or distributions as required by the Convertible Note in accordance with the Payment Conditionsterms thereof. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any applicable Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any (x) any Junior Lien Indebtedness, Indebtedness or (y) any Junior Indebtedness Indebtedness, in each case of the foregoing clauses (x) and (zy) unsecured Indebtedness permitted hereunder to the extent the outstanding amount thereof is equal to or greater than the Threshold Amount (the Indebtedness described in clauses (x) through and (zy), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m)6.01; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) Restricted Debt Payments in an aggregate amount not to exceed (A) the greater of $35,000,000 and 25% of Consolidated Adjusted EBITDA plus (B) the amount of any Restricted Payment permitted to be made by the Borrower in reliance on Section 6.04(a)(x) minus (C) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(C); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom, (g) exists at the time of delivery of irrevocable notice of such Restricted Debt Payment and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall calculated on a Pro Forma Basis, would not exceed $5,000,0003.50:1.00; and (viiviii) any arising under Indebtedness or other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except contractual requirements of a Securitization Entity in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Datea Qualified Receivables Transaction; provided that such restrictions apply only to such Securitization Entity.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not not, nor shall it permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay (1I) pay reasonable and customary general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees managers and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, business to the extent attributable to the ownership or operations of Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their ) and/or its subsidiaries; provided, that the aggregate amount of Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1clause (I) shall not exceed $5,000,000 500,000 in any Fiscal Year, and (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3II) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings Company (but excluding, excluding for the avoidance of doubt, the portion of any such amountindemnification claims, if any, that is are attributable to the ownership or operations of any subsidiary of Holdings such Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their ) and/or its subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to (x) for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; providedtax group for U.S. federal and/or applicable state or local tax purposes of which such Parent Company is the common parent, further that to discharge the amount permitted under this subclause (B) relating consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due, to Taxes that the extent such liabilities are attributable to the taxable income of Unrestricted Subsidiaries in the Borrower and/or any period shall be limited to subsidiary; provided that the amount of dividends such payments in respect of any taxable year do not exceed the amount of such Tax liabilities that the Borrower and/or its applicable subsidiaries would have paid had such Tax liabilities been paid as standalone companies or as a standalone group and other (y) for any taxable period for which the Borrower is a partnership or disregarded entity for U.S. federal income tax purposes that is wholly-owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local tax purposes, distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary direct or indirect parent of the Borrower in an amount not to exceed the amount of any Tax that the Borrower and/or its applicable subsidiaries would have paid had such Tax been paid as stand alone companies or as a standalone group (and assuming for purposes of such purposecalculation that the Borrower is classified as a domestic corporation for U.S. federal income tax purposes); (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) (x) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries, (y) for the payment of legal and other professional fees of any Parent Company (but excluding, for the avoidance of doubt, the portion of any legal and other professional fees, if any, that are attributable to the ownership or operations of any subsidiary of such Parent Company other than Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries) and their Restricted Subsidiaries; and(z) Public Company Costs; (E) to pay customary fees and expenses of third parties related to debt or equity offerings, investments or acquisitions (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate subsidiary) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,0005,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower, any of its Restricted Subsidiaries or any Affiliated Practice, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount, any Available Excluded Contribution Amount and/or any Contribution Indebtedness Amount; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied on the Closing Date solely to effect the consummation of the Transactions or pay Transaction Costs; (vii) each Restricted Subsidiary may make Restricted Payments with respect to any shares of any class of its Capital Stock; provided, that in the case of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the share of the foregoing made or paid to the Borrower or any of the Restricted Subsidiaries is at least pro rata to the percentage of such class of Capital Stock in such Restricted Subsidiary that is not a Wholly-Owned Subsidiary owned by the Borrower and its other Restricted Subsidiaries; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(a), (d), (j) and (o)); (viiix) other the Borrower may make Restricted PaymentsPayments in an aggregate amount, together with the aggregate amount of payments made pursuant to Section 6.04(b)(iv), not to exceed the RP/RDP Shared Cap; provided that Restricted Payments permitted under this clause (Ax) may solely be made (directly or indirectly) to, and received by, Parent and shall not be further distributed to any equityholder of Parent, (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default exists at the time of the declaration of such Restricted Payment and (ii) the Total Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; (xii) the Borrower may make Restricted Payments the proceeds of which are applied, directly or indirectly, to repay or redeem the Series A Preferred Shares, so long as (i) the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Test Period does not exceed 4.00:1.00 and (ii) no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000continuing; and (ixi) any other (xiii) from and after the third anniversary of the Closing Date, the Borrower may make Restricted Payment subject Payments the proceeds of which are applied, directly or indirectly, to compliance pay cash dividends on the Series A Preferred Shares to the extent that the Parent has elected (or is required) to pay such dividends in cash in accordance with the Payment Conditions. (b) The Borrowers shall notSeries A Preferred Shares Certificate of Designation, nor shall the Borrowers permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations so long as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange forthe Total Net Leverage Ratio, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock calculated on a Pro Forma Basis as of the Borrowers, but only to the extent such proceeds have most recently completed Test Period does not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, exceed 4.75:1.00 and (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall not exceed $5,000,000continuing.; and (viiii) any other the Borrower may make Restricted Debt Payments subject to compliance with Parent to the Payment Conditions. (c) The Borrowers shall not, nor shall extent necessary to permit Parent to make the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness payments permitted by Section 6.1, under clauses (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or and (ii) make any mandatory prepayment on account of Indebtedness under Section 6.04(c) (and solely to the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Dateextent such Restricted Payments are applied for such purpose).

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower and the Restricted Subsidiaries shall not pay or make, directly or indirectly, any Restricted Payment, except thatexcept: (i) the Borrowers may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees and/or managers or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise fees, franchise fees and similar Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or Borrower and its subsidiariesSubsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any a consolidated, combined or similar income tax liabilities attributable group for U.S. federal or applicable state or local income tax purposes of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”), to taxable pay the portion of any U.S. federal, state or local income Taxes of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes Group for such taxable period that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the Borrower and/or its Subsidiaries; provided that (1) the amount of dividends such Restricted Payments for any taxable period shall not exceed the amount of such Taxes that the Borrower and/or such Subsidiaries, as applicable, would have paid had the Borrower and/or such Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group), less any refunds received by the Borrower in respect of the Borrower Tax Refund Receivable, and other distributions actually made by (2) Restricted Payments in respect of any Taxes attributable to the income of an Unrestricted Subsidiary shall be permitted only to the extent that such Unrestricted Subsidiaries Subsidiary has made cash payments for such purpose to the Borrower or any Restricted Subsidiary for such purposeSubsidiary; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiariesBorrower and its Subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the LEGAL_US_E # 159035042.9 portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiariesBorrower and its Subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and; (E) to pay (x) fees and expenses related to debt or equity offerings, Investments or acquisitions (whether or not consummated) and (y) Public Company Costs; (F) to finance any Permitted Investment or any other Investment otherwise permitted under this Section 6.6 6.04(a) (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its the Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its the Restricted Subsidiaries, in order to consummate such Investment as a Permitted Investment or in compliance with the applicable requirements of the applicable provisions of this Section 6.6 6.04(a) as if undertaken as a direct Investment by the relevant Borrower or the relevant a Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and its Subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers may Restricted Payments (or may make making Restricted Payments to allow any Parent Company toCompany) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Restricted Subsidiary of the Borrowers: (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company Company, the Borrower or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary Subsidiary: (A) in accordance with the terms of promissory notes issued pursuant to Section 6.01(o), so long as the Borrowers); providedaggregate amount of all Cash payments made in respect of such promissory notes, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, together with the aggregate amount of Restricted Payments made as of such date pursuant to sub-clause (D) of this Section 6.4(a)(ii)(A) shall clause (ii), in any Fiscal Year does not exceed the greater of $10,000,00055,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Year) and 13.0% of Consolidated Adjusted EBITDA for such Fiscal Year; provided that such amount in any Fiscal Year shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries (or by any Parent Company and contributed to the Borrower or any Restricted Subsidiary) after the Closing Date and not previously utilized under this sub-clause (A) of this clause (ii) or sub-clauses (C) or (D) of this clause (ii); (B) with the proceeds of any sale or issuance of the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents so long as the aggregate amount of Restricted Payments made pursuant to this sub-clause (D) of this clause (ii), together LEGAL_US_E # 159035042.9 with the aggregate amount of all Cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), in any Fiscal Year does not exceed the greater of $55,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Year) and 13.0% of Consolidated Adjusted EBITDA for such Fiscal Year; provided that such amount in any Fiscal Year shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries (or by any Parent Company and contributed to the Borrower or any Restricted Subsidiary) after the Closing Date and not previously utilized under this sub-clause (D) of this clause (ii) or sub-clauses (A) or (C) of this clause (ii); (iii) [reserved]additional Restricted Payments in an amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower and the Restricted Subsidiaries elect to apply to this clause (iii); provided that (x) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing and (y) in the case of any utilization of the Builder Basket, the Total Leverage Ratio, calculated on a Pro Forma Basis for the most recently ended Test Period, would not exceed 4.50:1.00; (iv) the Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (to the extent attributable to any transaction involving Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Company or attributable to the operations of the Borrower and its Subsidiaries) or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers may make Restricted Payments to repurchase (or make making Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reservedReserved]; (vii) so long as, immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, making Restricted Payments (or making Restricted Payments to any Parent Company to enable it to make corresponding payments) with respect to Capital Stock in an amount not to exceed the greater of (A) 6.0% per annum of the Net Proceeds received by or contributed to the Borrower from any Public Offering and (B) 5.0% per annum of market capitalization; (viii) Restricted Payments to (A) redeem, repurchase, retire or otherwise acquire any (x) Capital Stock (“Treasury Capital Stock”) of the Borrower or any Restricted Subsidiary or (y) Capital Stock of any Parent Company, in the case of each of subclauses (x) and (y), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the LEGAL_US_E # 159035042.9 extent any such proceeds are contributed to the capital of the Borrower or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (B) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting Restricted Payments, transactions permitted by Section 6.07 (other than Section 6.07(g)) and Section 6.09 (other than Section 6.09(d)); (x) to the extent that immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, additional Restricted Payments in an aggregate amount not to exceed the greater of $41,500,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period, minus the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv); (xi) to the extent that immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, additional Restricted Payments so long as the aggregate amount of Restricted Payments made pursuant to this clause (xi) in any Fiscal Year does not exceed the greater of $25,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Year) and 6.0% of Consolidated Adjusted EBITDA for such Fiscal Year; (xii) Restricted Subsidiaries may pay dividends and other distributions and Restricted Payments (other than Restricted Payments of the type described in clause (c) of the definition thereof) to their equity holders generally, so long as the Borrower or any Restricted Subsidiary that owns the equity interest in the Restricted Subsidiary paying such dividends and other distributions and Restricted Payments (other than Restricted Payments of the type described in clause (c) of the definition thereof) receives at least its pro rata share thereof based on the respective ownership of such Restricted Subsidiary; (xiii) to the extent constituting a Restricted Payment, the Borrowers may consummate any transaction permitted by Section 6.6 (other than Sections 6.6(i) and (s)), Section 6.7 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d));Transactions; and (viiixiv) other additional Restricted Payments; provided that Payments so long as (A) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect theretoFirst Lien Leverage Ratio, calculated on a Pro Forma Basis for the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall most recently ended Test Period, would not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions2.15:1.00. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, Cash on account of the purchase, redemption, retirement, acquisition, cancellation or termination of principal of or interest on any Restricted Debt (including any by making any sinking fund or similar deposit), in each case, more than 30 days prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m)6.01; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); LEGAL_US_E # 159035042.9 (iv) so long as, immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of $41,500,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period, minus the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(x); (iii) (Av) Restricted Debt Payments in exchange for, or made with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or the Borrower or any Restricted Subsidiary or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all Borrower or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]Subsidiary; (vi) other Restricted Debt Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi); provided that (x) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing and (y) in the case of any utilization of the Builder Basket, the Total Leverage Ratio, calculated on a Pro Forma Basis for the most recently ended Test Period, would not exceed 4.50:1.00; and (vii) additional Restricted Debt Payments; provided that (A) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoFirst Lien Leverage Ratio, calculated on a Pro Forma Basis for the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall most recently ended Test Period, would not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions2.15:1.00. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, make any Restricted Payment, except that: (i) the Borrowers Borrower may make make, directly or indirectly, Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 other benefits payable to officersany director, employeesofficer, members employee, member of management, managers, employees manager and/or consultants consultant of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence or qualification to do business of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus the amount of any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate other than Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) any distribution to Holdings to pay Taxes due and payable by such Parent Company (or to make any distribution to any taxing authority and that are attributable direct or indirect parent of Holdings to pay) the income or operation aggregate amount of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar groupgroup tax liabilities attributable to the income of Holdings, the Borrower and its subsidiaries; provided, further provided that the amount permitted under this subclause (B) relating of such payments does not exceed the amounts that Holdings, the Borrower, and its subsidiaries would have been required to Taxes pay had Holdings, the Borrower, and its subsidiaries been a stand-alone group for applicable tax purposes; provided that are any amounts distributed in respect of any taxes attributable to the taxable income of Unrestricted Subsidiaries may be made only to the extent that (x) such subsidiaries have made cash payments to any Loan Party or Restricted Subsidiary in any period shall be limited to at least the amount of dividends such taxes or (y) the Borrower and other distributions actually its Restricted Subsidiaries with respect to making such a distribution are treated as deemed to have made by an Investment in the amount of such taxes in the relevant Unrestricted Subsidiaries to any Restricted Subsidiary for and such purposeInvestment complies with the requirements of Section 6.06; (C) to pay audit and other accounting and reporting expenses of such any Parent Company to the extent such expenses are attributable to Holdings such Parent Company, the Borrower and its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of any insurance premiums to the extent premium that is payable by or attributable to Holdings any Parent Company, the Borrower and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiumspremium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and; (E) to pay (1) any fee and/or expense related to any debt and/or equity offering and/or the IPO, investment or acquisition (whether or not consummated) and/or any expense of, or indemnification obligation in favor of, any trustee, agent, arranger, underwriter or similar role, and (2) Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (other than Section 6.06(t)) (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment (except with respect to any deferred purchase price or other contingent consideration, the Restricted Payments in respect of which may be made after the closing of such Investment) and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if the relevant Investment was undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company Company, the Borrower or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary subsidiary) in an amount not to exceed, in any Fiscal Year, the greater of $12,000,000 and 20% of Consolidated Adjusted EBITDA as of the Borrowerslast day of the most recently ended Test Period, in each case, which, if not used in such Fiscal Year, shall be carried forward to the next Fiscal Year (but not to any succeeding Fiscal Years to the extent not fully utilized in the immediately succeeding Fiscal Year; it being understood and agreed that such carried forward amounts shall be deemed utilized first in any Fiscal Year prior to utilization of the indicative amount for such Fiscal Year); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company that are Not Otherwise Applied (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; orand/or (C) with the net proceeds of any key-man life insurance policiespolicy; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments Payments: (iA) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with any dividend, split or combination thereof in connection with any Investment permitted hereunder or the exercise or vesting of warrants, options options, restricted stock units or similar incentive interests or other securities convertible into or exchangeable for Capital Stock of such Parent Company and or otherwise to honor a conversion requested by a holder thereof or (iiB) consisting of (A1) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary subsidiary of the Borrower or any Parent Company or any of their respective Immediate Family Members Members, (2) payments or other adjustments to outstanding Capital Stock in accordance with any management equity plan, stock option plan or any other similar employee benefit or incentive plan, agreement or arrangement in connection with any Restricted Payment and/or (B3) repurchases of Capital Stock in consideration of the WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 payments described in sub-clause clauses (A1) and/or (2) above, including demand repurchases, in connection with the exercise or vesting of stock options, restricted stock units or similar incentive interests; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) the Borrower may make Restricted Payments, the proceeds of which are applied (A) to effect the consummation of the Transactions and (B) to pay Transaction Costs; (vii) [reserved]; (viiviii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) to the extent such proceeds are Not Otherwise Applied and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 5.16 (other than Sections 6.6(i5.16(d) and (sj)), Section 6.7 6.06 (other than Sections 6.06(j) and (t)) and/or Section 6.07 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d6.07(g)); (viiix) other Restricted Payments; provided that (A) so long as no Event of Default has occurred exists, the Borrower may make Restricted Payments in an aggregate amount not to exceed the greater of $21,000,000 and is continuing 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (xi) so long as no Event of Default exists, the Borrower may make Restricted Payments so long as the Total Rent Adjusted Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.50:1.00 as of the last day of the most recently ended Test Period; (xii) the Borrower may declare and make dividend payments or would other Restricted Payments payable solely in the Capital Stock of the Borrower or of any Parent Company; (xiii) the Borrower may make Restricted Payments (other than in the form of Cash and Cash Equivalents) in connection with and/or relating to any internal reorganization or restructuring activities (including related to tax planning); provided that such activities do not result therefrom and in any Capital Stock of the Borrower becoming an Excluded Asset; (xiv) the Borrower may make payments or distributions to satisfy dissenters’ or appraisal rights, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of assets that complies with Section 6.07; (xv) [reserved]; (xvi) [reserved]; and/or (xvii) any payment in connection with (or to allow the Parent to make any payment in connection with) (A) any Permitted Bond Hedge Transaction and/or (B) at the time settlement of any such Restricted Payment WEIL:\98124242\16\45453.0004 WEIL:\98997375\7\45453.0004 Permitted Warrant Transaction by (1) delivery of shares of the Parent’s common equity upon settlement thereof or (2) by (x) set-off against the related Permitted Bond Hedge Transaction or (y) payment of an early termination amount in common equity upon any early termination thereof, in each case, shall be permitted. It is made understood and after giving pro forma effect theretoagreed that, the aggregate amount for purposes of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) 6.04(a), any determination of the value of any asset other than Cash shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with be made by the Payment ConditionsBorrower in good faith. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, to make any payment in cash on or voluntary prepayment in respect of principal outstanding of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the voluntary prepayment, repurchase, purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, refinancing repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m)6.01 that constitutes Restricted Debt; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled principal or regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) so long as no Event of Default exists, Restricted Debt Payments in an aggregate amount not to exceed (A) the greater of $21,000,000 and 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period, plus (B) at the election of the Borrower, the amount of Restricted Payments then permitted to be made by the Borrower in reliance on Section 6.04(a)(x) (it being understood that any amount utilized under this clause (B) to make a Restricted Debt Payment shall result in a reduction in the amount available under Section 6.04(a)(x)); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Capital Stock of any Parent Company or Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the BorrowersBorrower in each case, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderthat are Not Otherwise Applied, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers Borrower or the Capital Stock of any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt Payments; provided that Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) so long as no Event of Default has occurred and is continuing or would result therefromexists, and (B) at the time any such Restricted Debt Payment is made and Payments in an unlimited amount; provided that after giving pro forma effect theretothereto the Total Rent Adjusted Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.75:1.00 as of the aggregate amount last day of the most recently ended Test Period; and/or (viii) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any Declined Proceeds applied to make Restricted Debt Payments made as of date pursuant to in reliance on this clause (viSection 6.04(b)(viii) shall not exceed $5,000,000; and increase the amount available under clause (viia)(ix) any other Restricted Debt Payments subject of the definition of “Available Amount” to compliance with the Payment Conditionsextent so applied). (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officersany director, employeesofficer, members employee, member of management, managers, employees manager and/or consultants consultant of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their and/or its subsidiaries; provided, that Restricted Payments made pursuant ; (B) with respect to this Section 6.4(a)(i)(A)(1any taxable year (or portion thereof) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed bywhich the Borrower is treated as a partnership or disregarded entity for U.S. federal, and representatives ofstate and/or local income tax purposes, to make distributions to the direct owners of the Borrower (or, if the relevant direct owner is a pass-through entity (including an S corporation), the Permitted Holdersrelated indirect owners of the Borrower, in an aggregate amount not to exceed $1,000,000 during any fiscal year, the lesser of (3I) any reasonable the product of (x) the Estimated Taxable Income of the Borrower for such period and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to (y) the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiariesAssumed Tax Rate; and (4II) pay costs and expenses, including the amounts to be paid out under any public company costs, associated with contractual obligation of the compliance by Holdings with Borrower as in effect as of the requirements and/or regulations applicable date hereof to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) enable its owners to pay Taxes due their U.S. federal, state and payable by such Parent Company to any taxing authority and that are local income taxes attributable to the income or operation their allocable share of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited the Borrower with respect to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purposetaxable period; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) for the payment of to pay any insurance premiums to the extent premium that is payable by, or attributable to Holdings to, any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiumspremium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiaries; andits subsidiaries; (E) to pay (x) fees and expenses related to any debt and/or equity offering, investment and/or acquisition (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role, and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may (or may make Restricted Payments to allow any Parent Company to) (x) repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or Company, the Borrower and/or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowers: subsidiary and/or (Ay) with cash and Cash Equivalents make any payment in respect of, and/or redeem, any Lighthouse Preferred Unit (and in each case, including, to the extent constituting a Restricted Payment, amounts any amount paid in respect of any promissory notes note issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value take any action described in clauses (ii)(x) and (y)): (A) with Cash and Cash Equivalents in an amount not to exceed the Capital Stock greater of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member $10,000,000 and 10% of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary Consolidated Adjusted EBITDA as of the Borrowers); providedlast day of the most recently ended Test Period in any Fiscal Year, that at the time any which, if not used in such Restricted Payment is made and after giving pro forma effect theretoFiscal Year, the aggregate amount of Restricted Payments made as of such date pursuant shall be carried forward to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount and/or any Available Excluded Contribution Amount; or (C) with the net proceeds of any key-man life insurance policiespolicy; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such the Borrower and/or any Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Acquisition Agreement (including payment of working capital and/or purchase price adjustments) and to pay Transaction Costs, in each case, with respect to the Transactions and (iii) to direct or indirect holders of Capital Stock of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of any working capital and purchase price adjustments, in each case, with respect to the Transactions; (vii) so long as no Event of Default exists at the time of declaration of such Restricted Payment, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Specified Parent Company to enable it to) make Restricted Payments in an amount not to exceed the greater of (A) 6.00% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPO and (B) 5.00% per annum of market capitalization; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d) and (j)); (viiix) other the Borrower may make Restricted Payments; provided that Payments in an aggregate amount not to exceed (A) the greater of $25,000,000 and 25% of Consolidated Adjusted EBITDA minus (B) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(B) minus (C) the amount of any Restricted Debt Payment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B), the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(A); and (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom and (Bg) exists at the time any of the declaration of such Restricted Payment is made and after giving pro (ii) the Total Leverage Ratio, calculated on a Pro forma effect theretoBasis, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall would not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions4.80:1.00. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any applicable Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any (x) any Junior Lien Indebtedness, Indebtedness or (y) any Junior Indebtedness Indebtedness, in each case of the foregoing clauses (x) and (zy) unsecured Indebtedness permitted hereunder to the extent the outstanding amount thereof is equal to or greater than the Threshold Amount (the Indebtedness described in clauses (x) through and (zy), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m6.01 and/or refinancing Indebtedness permitted by Section 6.01(x); (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) Restricted Debt Payments in an aggregate amount not to exceed (A) the greater of $25,000,000 and 25% of Consolidated Adjusted EBITDA plus (B) the amount of any Restricted Payment permitted to be made by the Borrower in reliance on Section 6.04(a)(x) minus (C) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(C); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom, (g) exists at the time of delivery of irrevocable notice of such Restricted Debt Payment and (B) at the time any such Restricted Debt Payment is made and after giving pro Total Leverage Ratio, calculated on a Pro forma effect theretoBasis, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall would not exceed $5,000,0004.80:1.00; and (viiviii) (A) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any other Declined Proceeds applied to make Restricted Debt Payments subject in reliance on this Section 6.04(b)(viii) shall not increase the amount available under clause (a)(viii) of the definition of “Available Amount” to compliance with the Payment Conditions. extent so applied) and (cB) The Borrowers shall notwithout duplication of clause (A) above, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account prepayments of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by Facility with respect to which the Second Lien Secured Notes Documents as corresponding prepayment obligation under the Credit Facilities has been waived or declined in effect on accordance with the Closing Dateterms hereof.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, make any Restricted Payment, except that: (i) the Borrowers Borrower may make make, directly or indirectly, Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officersany director, employeesofficer, members employee, member of management, managers, employees manager and/or consultants consultant of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence or qualification to do business of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus the amount of any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate other than Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (Bi) to pay Taxes due and payable for any taxable period (or part thereof) for which Holdings is a corporation (or a disregarded entity directly or indirectly owned by such Parent Company to any taxing authority and that are attributable to the income or operation of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar a corporation) for U.S. federal income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided purposes that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were is included in a separate consolidated, combined, unitary or similar groupgroup tax return, any distribution to Holdings to pay (or to make any distribution to any direct or indirect parent of Holdings to pay) the aggregate amount of consolidated, combined, unitary or similar group tax liabilities attributable to the income of Holdings, the Borrower and its subsidiaries; provided, further that the amount permitted under this subclause of such payments does not exceed the amounts that Holdings, the Borrower, and its subsidiaries would have been required to pay had Holdings, the Borrower, and its subsidiaries been a stand-alone group for applicable tax purposes; (Bii) relating for any taxable period (or part thereof) for which Holdings is a partnership or disregarded entity (other than wholly-owned by a corporation) for US federal income tax purposes, any distributions from the Borrower and Holdings in an amount sufficient to Taxes that are attributable permit AIDH TopCo, LLC, a Delaware limited liability company (or such other direct or indirect parent partnership), to the taxable income make pro rata distributions (in accordance with percentage interests) to its equity owners in an amount sufficient for each of Unrestricted Subsidiaries in any period shall be limited to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purpose; them (Cor their direct or indirect owners) to pay audit their U.S. federal, state, and other accounting local taxes (including estimated taxes) with respect to income of the Borrower and reporting expenses its subsidiaries for such taxable period or part thereof (determined without regard to any adjustments under Section 743(b) or 734(b) of such Parent Company the Code), based on an assumed tax rate equal to the extent attributable highest combined U.S. federal, state, and local tax rate applicable to Holdings an individual or corporation (but excludingwhichever is higher) resident in New York, taking into account (A) the character and type of income earned (and for the avoidance of doubt, the portion of without regard to any such expenses, if any, reduction in rate attributable to the ownership or operations of any subsidiary of Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and (E) to finance any Investment permitted under Section 6.6 (provided that (x) any Restricted Payment under this clause (a)(i)(E) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation 199A of the Person formed or acquired into a Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary; (ii) the Borrowers may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Restricted Subsidiary of the Borrowers: (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary of the BorrowersCode); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000; (B) with the proceeds of any sale or issuance of the Capital Stock of a Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]; (iv) the Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above; (v) the Borrowers may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]; (vii) to the extent constituting a Restricted Payment, the Borrowers may consummate any transaction permitted by Section 6.6 (other than Sections 6.6(i) and (s)), Section 6.7 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d)); (viii) other Restricted Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.,

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officersany director, employeesofficer, members employee, member of management, managers, employees manager and/or consultants consultant of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their and/or its subsidiaries; provided, that Restricted Payments made pursuant ; (B) with respect to this Section 6.4(a)(i)(A)(1any taxable year (or portion thereof) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed bywhich the Borrower is treated as a partnership or disregarded entity for U.S. federal, and representatives ofstate and/or local income tax purposes, to make distributions to the direct owners of the Borrower (or, if the relevant direct owner is a pass-through entity (including an S corporation), the Permitted Holdersrelated indirect owners of the Borrower, in an aggregate amount not to exceed $1,000,000 during any fiscal year, the lesser of (3I) any reasonable the product of (x) the Estimated Taxable Income of the Borrower for such period and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to (y) the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiariesAssumed Tax Rate; and (4II) pay costs and expenses, including the amounts to be paid out under any public company costs, associated with contractual obligation of the compliance by Holdings with Borrower as in effect as of the requirements and/or regulations applicable date hereof to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) enable its owners to pay Taxes due their U.S. federal, state and payable by such Parent Company to any taxing authority and that are local income taxes attributable to the income or operation their allocable share of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited the Borrower with respect to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purposetaxable period; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) for the payment of to pay any insurance premiums to the extent premium that is payable by, or attributable to Holdings to, any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiumspremium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiaries; andits subsidiaries; (E) to pay (x) fees and expenses related to any debt and/or equity offering, investment and/or acquisition (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role, and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may (or may make Restricted Payments to allow any Parent Company to) (x) repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or Company, the Borrower and/or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowers: subsidiary and/or (Ay) with cash and Cash Equivalents make any payment in respect of, and/or redeem, any Lighthouse Preferred Unit (and in each case, including, to the extent constituting a Restricted Payment, amounts any amount paid in respect of any promissory notes note issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value take any action described in clauses (ii)(x) and (y)): (A) with Cash and Cash Equivalents in an amount not to exceed the Capital Stock greater of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member $12,500,000 and 12.5% of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary Consolidated Adjusted EBITDA as of the Borrowers); providedlast day of the most recently ended Test Period in any Fiscal Year, that at the time any which, if not used in such Restricted Payment is made and after giving pro forma effect theretoFiscal Year, the aggregate amount of Restricted Payments made as of such date pursuant shall be carried forward to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount and/or any Available Excluded Contribution Amount; or (C) with the net proceeds of any key-man life insurance policiespolicy; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such the Borrower and/or any Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Acquisition Agreement (including payment of working capital and/or purchase price adjustments) and to pay Transaction Costs, in each case, with respect to the Transactions and (iii) to direct or indirect holders of Capital Stock of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of any working capital and purchase price adjustments, in each case, with respect to the Transactions; (vii) so long as no Event of Default exists at the time of declaration of such Restricted Payment, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Specified Parent Company to enable it to) make Restricted Payments in an amount not to exceed the greater of (A) 6.00% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPO and (B) 5.00% per annum of market capitalization; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d) and (j)); (viiix) other the Borrower may make Restricted Payments; provided that Payments in an aggregate amount not to exceed (A) the greater of $31,250,000 and 31.25% of Consolidated Adjusted EBITDA minus (B) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(B) minus (C) the amount of any Restricted Debt Payment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B), the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(A); and (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom and (Bg) exists at the time any of the declaration of such Restricted Payment is made and after giving pro (ii) the Total Leverage Ratio, calculated on a Pro forma effect theretoBasis, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall would not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions5.05:1.00. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any applicable Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any (x) any Junior Lien Indebtedness, Indebtedness or (y) any Junior Indebtedness Indebtedness, in each case of the foregoing clauses (x) and (zy) unsecured Indebtedness permitted hereunder to the extent the outstanding amount thereof is equal to or greater than the Threshold Amount (the Indebtedness described in clauses (x) through and (zy), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m6.01 and/or refinancing Indebtedness permitted by Section 6.01(x); (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) Restricted Debt Payments in an aggregate amount not to exceed (A) the greater of $31,250,000 and 31.25% of Consolidated Adjusted EBITDA plus (B) the amount of any Restricted Payment permitted to be made by the Borrower in reliance on Section 6.04(a)(x) minus (C) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(C); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom, (g) exists at the time of delivery of irrevocable notice of such Restricted Debt Payment and (B) at the time any such Restricted Debt Payment is made and after giving pro Total Leverage Ratio, calculated on a Pro forma effect theretoBasis, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall would not exceed $5,000,0005.05:1.00; and (viiviii) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any other Declined Proceeds applied to make Restricted Debt Payments subject in reliance on this Section 6.04(b)(viii) shall not increase the amount available under clause (a)(viii) of the definition of “Available Amount” to compliance with the Payment Conditionsextent so applied). (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, make any Restricted Payment, except that: (i) the Borrowers Borrower may make make, directly or indirectly, Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officersany director, employeesofficer, members employee, member of management, managers, employees manager and/or consultants consultant of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence or qualification to do business of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus the amount of any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate other than Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) any distribution to Holdings to pay Taxes due and payable by such Parent Company (or to make any distribution to any taxing authority and that are attributable direct or indirect parent of Holdings to pay) the income or operation aggregate amount of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar groupgroup tax liabilities attributable to the income of Holdings, the Borrower and its subsidiaries; provided, further provided that the amount permitted under this subclause (B) relating of such payments does not exceed the amounts that Holdings, the Borrower, and its subsidiaries would have been required to Taxes pay had Holdings, the Borrower, and its subsidiaries been a stand-alone group for applicable tax purposes; provided that are any amounts distributed in respect of any taxes attributable to the taxable income of Unrestricted Subsidiaries may be made only to the extent that (x) such subsidiaries have made cash payments to any Loan Party or Restricted Subsidiary in any period shall be limited to at least the amount of dividends such taxes or (y) the Borrower and other distributions actually its Restricted Subsidiaries with respect to making such a distribution are treated as deemed to have made by an Investment in the amount of such taxes in the relevant Unrestricted Subsidiaries to any Restricted Subsidiary for and such purposeInvestment complies with the requirements of Section 6.06; (C) to pay audit and other accounting and reporting expenses of such any Parent Company to the extent such expenses are attributable to Holdings such Parent Company, the Borrower and its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of any insurance premiums to the extent premium that is payable by or attributable to Holdings any Parent Company, the Borrower and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiumspremium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and; (E) to pay (1) any fee and/or expense related to any debt and/or equity offering and/or the IPO, investment or acquisition (whether or not consummated) and/or any expense of, or indemnification obligation in favor of, any trustee, agent, arranger, underwriter or similar role, and (2) Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (other than Section 6.06(t)) (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment (except with respect to any deferred purchase price or other contingent consideration, the Restricted Payments in respect of which may be made after the closing of such Investment) and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if the relevant Investment was undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company Company, the Borrower or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary subsidiary) in an amount not to exceed, in any Fiscal Year, the greater of $12,000,000 and 20% of Consolidated Adjusted EBITDA as of the Borrowerslast day of the most recently ended Test Period, in each case, which, if not used in such Fiscal Year, shall be carried forward to the next Fiscal Year (but not to any succeeding Fiscal Years to the extent not fully utilized in the immediately succeeding Fiscal Year; it being understood and agreed that such carried forward amounts shall be deemed utilized first in any Fiscal Year prior to utilization of the indicative amount for such Fiscal Year); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company that are Not Otherwise Applied (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; orand/or (C) with the net proceeds of any key-man life insurance policiespolicy; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments Payments: (iA) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with any dividend, split or combination thereof in connection with any Investment permitted hereunder or the exercise or vesting of warrants, options options, restricted stock units or similar incentive interests or other securities convertible into or exchangeable for Capital Stock of such Parent Company and or otherwise to honor a conversion requested by a holder thereof or (iiB) consisting of (A1) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary subsidiary of the Borrower or any Parent Company or any of their respective Immediate Family Members Members, (2) payments or other adjustments to outstanding Capital Stock in accordance with any management equity plan, stock option plan or any other similar employee benefit or incentive plan, agreement or arrangement in connection with any Restricted Payment and/or (B3) repurchases of Capital Stock in consideration of the payments described in sub-clause clauses (A1) and/or (2) above, including demand repurchases, in connection with the exercise or vesting of stock options, restricted stock units or similar incentive interests; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) the Borrower may make Restricted Payments, the proceeds of which are applied (A) to effect the consummation of the Transactions and (B) to pay Transaction Costs; (vii) [reserved]; (viiviii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) to the extent such proceeds are Not Otherwise Applied and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 5.16 (other than Sections 6.6(i5.16(d) and (sj)), Section 6.7 6.06 (other than Sections 6.06(j) and (t)) and/or Section 6.07 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d6.07(g)); (viiix) other Restricted Payments; provided that (A) so long as no Event of Default has occurred exists, the Borrower may make Restricted Payments in an aggregate amount not to exceed the greater of $21,000,000 and is continuing 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (xi) so long as no Event of Default exists, the Borrower may make Restricted Payments so long as the Total Rent Adjusted Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.50:1.00 as of the last day of the most recently ended Test Period; (xii) the Borrower may declare and make dividend payments or would other Restricted Payments payable solely in the Capital Stock of the Borrower or of any Parent Company; (xiii) the Borrower may make Restricted Payments (other than in the form of Cash and Cash Equivalents) in connection with and/or relating to any internal reorganization or restructuring activities (including related to tax planning); provided that such activities do not result therefrom and in any Capital Stock of the Borrower becoming an Excluded Asset; (xiv) the Borrower may make payments or distributions to satisfy dissenters’ or appraisal rights, pursuant to or in connection with a consolidation, amalgamation, merger or transfer of assets that complies with Section 6.07; (xv) [reserved]; (xvi) [reserved]; and/or (xvii) any payment in connection with (or to allow the Parent to make any payment in connection with) (A) any Permitted Bond Hedge Transaction and/or (B) at the time settlement of any such Restricted Payment Permitted Warrant Transaction by (1) delivery of shares of the Parent’s common equity upon settlement thereof or (2) by (x) set-off against the related Permitted Bond Hedge Transaction or (y) payment of an early termination amount in common equity upon any early termination thereof, in each case, shall be permitted. It is made understood and after giving pro forma effect theretoagreed that, the aggregate amount for purposes of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) 6.04(a), any determination of the value of any asset other than Cash shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with be made by the Payment ConditionsBorrower in good faith. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, to make any payment in cash on or voluntary prepayment in respect of principal outstanding of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the voluntary prepayment, repurchase, purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, refinancing repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m)6.01 that constitutes Restricted Debt; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled principal or regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) so long as no Event of Default exists, Restricted Debt Payments in an aggregate amount not to exceed (A) the greater of $21,000,000 and 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period, plus (B) at the election of the Borrower, the amount of Restricted Payments then permitted to be made by the Borrower in reliance on Section 6.04(a)(x) (it being understood that any amount utilized under this clause (B) to make a Restricted Debt Payment shall result in a reduction in the amount available under Section 6.04(a)(x)); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Capital Stock of any Parent Company or Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the BorrowersBorrower in each case, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderthat are Not Otherwise Applied, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers Borrower or the Capital Stock of any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt Payments; provided that Payments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) so long as no Event of Default has occurred and is continuing or would result therefromexists, and (B) at the time any such Restricted Debt Payment is made and Payments in an unlimited amount; provided that after giving pro forma effect theretothereto the Total Rent Adjusted Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.75:1.00 as of the aggregate amount last day of the most recently ended Test Period; and/or (viii) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any Declined Proceeds applied to make Restricted Debt Payments made as of date pursuant to in reliance on this clause (viSection 6.04(b)(viii) shall not exceed $5,000,000; and increase the amount available under clause (viia)(ix) any other Restricted Debt Payments subject of the definition of “Available Amount” to compliance with the Payment Conditionsextent so applied). (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, make any Restricted Payment, except that: (i) the Borrowers Borrower may make make, directly or indirectly, Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officersany director, employeesofficer, members employee, member of management, managers, employees manager and/or consultants consultant of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence or qualification to do business of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus the amount of any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate other than Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) any distribution to Holdings to pay Taxes due and payable by such Parent Company (or to make any distribution to any taxing authority and that are attributable direct or indirect parent of Holdings to pay) the income or operation aggregate amount of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar groupgroup tax liabilities attributable to the income of Holdings, the Borrower and its subsidiaries; provided, further provided that the amount permitted under this subclause (B) relating of such payments does not exceed the amounts that Holdings, the Borrower, and its subsidiaries would have been required to Taxes pay had Holdings, the Borrower, and its subsidiaries been a stand-alone group for applicable tax purposes; provided that are any amounts distributed in respect of any taxes attributable to the taxable income of Unrestricted Subsidiaries may be made only to the extent that (x) such subsidiaries have made cash payments to any Loan Party or Restricted Subsidiary in any period shall be limited to at least the amount of dividends such taxes or (y) the Borrower and other distributions actually its Restricted Subsidiaries with respect to making such a distribution are treated as deemed to have made by an Investment in the amount of such taxes in the relevant Unrestricted Subsidiaries to any Restricted Subsidiary for and such purposeInvestment complies with the requirements of Section 6.06; (C) to pay audit and other accounting and reporting expenses of such any Parent Company to the extent such expenses are attributable to Holdings such Parent Company, the Borrower and its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of any insurance premiums to the extent premium that is payable by or attributable to Holdings any Parent Company, the Borrower and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiumspremium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and; (E) to pay (1) any fee and/or expense related to any debt and/or equity offering and/or the IPO, investment or acquisition (whether or not consummated) and/or any expense of, or indemnification obligation in favor of, any trustee, agent, arranger, underwriter or similar role, and (2) Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (other than Section 6.06(t)) (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary; (ii) the Borrowers may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Restricted Subsidiary of the Borrowers: (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000; (B) with the proceeds of any sale or issuance of the Capital Stock of a Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]; (iv) the Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above; (v) the Borrowers may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]; (vii) to the extent constituting a Restricted Payment, the Borrowers may consummate any transaction permitted by Section 6.6 (other than Sections 6.6(i) and (s)), Section 6.7 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d)); (viii) other Restricted Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest except with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) deferred purchase price or other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretocontingent consideration, the aggregate amount Restricted Payments in respect of Restricted Debt Payments which may be made as after the closing of date pursuant to this clause (visuch Investment) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officers, employees, members of management, managers, employees and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)) and franchise fees, franchise Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to any taxing authority and that are attributable to the income or operation of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purpose; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and (E) to finance any Investment permitted under Section ‎Section 6.6 (provided that (x) any Restricted Payment under this clause (a)(i)(E‎(a)‎(i)‎(E) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section ‎Section 6.6 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary; (ii) the Borrowers may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Restricted Subsidiary of the Borrowers: (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section ‎Section 6.4(a)(ii)(A) shall not exceed $10,000,000; (B) with the proceeds of any sale or issuance of the Capital Stock of a Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]; (iv) the Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A‎(A) above; (v) the Borrowers may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]; (vii) to the extent constituting a Restricted Payment, the Borrowers may consummate any transaction permitted by Section ‎Section 6.6 (other than Sections 6.6(i‎6.6(i) and (s‎(s)), Section ‎Section 6.7 (other than Section ‎Section 6.7(g)) and Section ‎Section 6.8 (other than Section ‎Section 6.8(d)); (viii) other Restricted Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section ‎Section 6.4(a)(viii) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section ‎Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section ‎Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary necessary: (i) to permit any Parent Company: (A) to (1) to pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to officersany director, employeesofficer, members employee, member of management, managers, employees manager and/or consultants consultant of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of any Parent Company, in each case, to the extent attributable to Table of Contents the ownership or operations of Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their and/or its subsidiaries; provided, that Restricted Payments made pursuant ; (B) with respect to this Section 6.4(a)(i)(A)(1any taxable year (or portion thereof) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed bywhich the Borrower is treated as a partnership or disregarded entity for U.S. federal, and representatives ofstate and/or local income tax purposes, to make distributions to the direct owners of the Borrower (or, if the relevant direct owner is a pass-through entity (including an S corporation), the Permitted Holdersrelated indirect owners of the Borrower, in an aggregate amount not to exceed $1,000,000 during any fiscal year, the lesser of (3I) any reasonable the product of (x) the Estimated Taxable Income of the Borrower for such period and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to (y) the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiariesAssumed Tax Rate; and (4II) pay costs and expenses, including the amounts to be paid out under any public company costs, associated with contractual obligation of the compliance by Holdings with Borrower as in effect as of the requirements and/or regulations applicable date hereof to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) enable its owners to pay Taxes due their U.S. federal, state and payable by such Parent Company to any taxing authority and that are local income taxes attributable to the income or operation their allocable share of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited the Borrower with respect to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purposetaxable period; (C) to permit any Parent Company to pay audit and other accounting and reporting expenses of such Parent Company to the extent such expenses are attributable to Holdings any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) for the payment of to permit any Parent Company to pay any insurance premiums to the extent premium that is payable by, or attributable to Holdings to, any Parent Company and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiumspremium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiaries; andits subsidiaries; (E) to permit any Parent Company to pay (x) fees and expenses related to any debt and/or equity offering, investment and/or acquisition (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role, and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary;); and (G) to permit any Parent Company to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; Table of Contents (ii) the Borrowers Borrower may (or may make Restricted Payments to allow any Parent Company to) (x) repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or Company, the Borrower and/or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowers: subsidiary and/or (Ay) with cash and Cash Equivalents make any payment in respect of, and/or redeem, any Lighthouse Preferred Unit (and in each case, including, to the extent constituting a Restricted Payment, amounts any amount paid in respect of any promissory notes note issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value take any action described in clauses (ii)(x) and (y)): (A) with Cash and Cash Equivalents in an amount not to exceed the Capital Stock greater of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member $10,000,000 and 10% of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary Consolidated Adjusted EBITDA as of the Borrowers); providedlast day of the most recently ended Test Period in any Fiscal Year, that at the time any which, if not used in such Restricted Payment is made and after giving pro forma effect theretoFiscal Year, the aggregate amount of Restricted Payments made as of such date pursuant shall be carried forward to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount and/or any Available Excluded Contribution Amount; or (C) with the net proceeds of any key-man life insurance policiespolicy; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such the Borrower and/or any Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Acquisition Agreement (including payment of working capital and/or purchase price adjustments) and to pay Transaction Costs, in each case, with respect to the Transactions and (iii) to direct or indirect holders of Capital Stock of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of any working capital and purchase price adjustments, in each case, with respect to the Transactions; Table of Contents (vii) so long as no Event of Default exists at the time of declaration of such Restricted Payment, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Specified Parent Company to enable it to) make Restricted Payments in an amount not to exceed the greater of (A) 6.00% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPOthe Initial Public Offering and (B) 5.00% per annum of mMarket cCapitalization; (viiviii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d) and (j)); (viiix) other the Borrower may make Restricted Payments; provided that Payments in an aggregate amount not to exceed (A) the greater of $25,000,000 and 25% of Consolidated Adjusted EBITDA minus (B) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(B) minus (C) the amount of any Restricted Debt Payment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B), the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(A); and (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom and (Bg) exists at the time any of the declaration of such Restricted Payment is made and after giving pro forma effect thereto(ii) the Total Leverage Ratio, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall calculated on a Pro Forma Basis, would not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions4.80:1.00. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any applicable Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any (x) any Junior Lien Indebtedness, Indebtedness or (y) any Junior Indebtedness Indebtedness, in each case of the foregoing clauses (x) and (zy) unsecured Indebtedness permitted hereunder to the extent the outstanding amount thereof is equal to or greater than the Threshold Amount (the Indebtedness described in clauses (x) through and (zy), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m6.01 and/or refinancing Indebtedness permitted by Section 6.01(x); (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) Restricted Debt Payments in an aggregate amount not to exceed (A) the greater of $25,000,000 and 25% of Consolidated Adjusted EBITDA plus (B) the amount of any Restricted Table of Contents Payment permitted to be made by the Borrower in reliance on Section 6.04(a)(x) minus (C) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(C); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom, (g) exists at the time of delivery of irrevocable notice of such Restricted Debt Payment and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall calculated on a Pro Forma Basis, would not exceed $5,000,0004.80:1.00; and (viiviii) (A) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any other Declined Proceeds applied to make Restricted Debt Payments subject in reliance on this Section 6.04(b)(viii) shall not increase the amount available under clause (a)(viii) of the definition of “Available Amount” to compliance with the Payment Conditions. extent so applied) and (cB) The Borrowers shall notwithout duplication of clause (A) above, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account prepayments of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by Facility with respect to which the Second Lien Secured Notes Documents as corresponding prepayment obligation under the Credit Facilities has been waived or declined in effect on accordance with the Closing Dateterms hereof.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees managers and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their and/or its subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to (x) for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; providedtax group for U.S. federal and/or applicable state or local tax purposes of which such Parent Company is the common parent, further that to discharge the amount permitted under this subclause (B) relating consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due, to Taxes that the extent such liabilities are attributable to the taxable income of Unrestricted Subsidiaries in the Borrower and/or any period shall be limited to subsidiary; provided that the amount of dividends such payments in respect of any taxable year do not exceed the amount of such Tax liabilities that the Borrower and/or its applicable subsidiaries would have paid had such Tax liabilities been paid as standalone companies or as a standalone group and other (y) for any taxable period for which the Borrower is a partnership or disregarded entity for U.S. federal income tax purposes that is wholly-owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local tax purposes, distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary direct or indirect parent of the Borrower in an amount not to exceed the amount of any Tax that the Borrower and/or its applicable subsidiaries would have paid had such Tax been paid as stand alone companies or as a standalone group (and assuming for purposes of such purposecalculation that the Borrower is classified as a domestic corporation for U.S. federal income tax purposes); (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiaries; andits subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role, and (y) after the consummation of an initial public offering, Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate subsidiary) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,00020,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower, any of its Restricted Subsidiaries or any Affiliated Practice, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount and/or any Available Excluded Contribution Amount; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions, (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Acquisition Agreement (including payment of working capital and/or purchase price adjustments) and to pay Transaction Costs, in each case, with respect to the Transactions and (iii) to direct or indirect holders of Capital Stock of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of any working capital and purchase price adjustments, in each case, with respect to the Transactions; (vii) so long as no Event of Default exists at the time of declaration of such Restricted Payment, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount of 6.00% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPO; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d) and (j)); (viiix) other the Borrower may make Restricted Payments; provided that Payments in an aggregate amount not to exceed (A) $25,000,000 plus (B) at the election of the Borrower, the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(A) (it being understood that any amount utilized under this clause (B) to make a Restricted Payment shall result in a reduction in availability under Section 6.04(b)(iv)(A)); (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default has occurred exists at the time of the declaration of such Restricted Payment and is continuing (ii) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 5.00:1.00; and (xii) the Borrower may make Restricted Payments in an amount not to exceed $45,000,000 the proceeds of which are applied to repay or redeem the preferred equity interests described in the Amended and Restated Certificate of Incorporation of Super Holdco dated as of the Closing Date and/or any replacement or refinancing thereof that does not increase the amount thereof (other than in accordance with the terms thereof or as a result of any related fee, expense, premium or similar amount) (the “Seller Financing”) so long as, at the time of any such Restricted Payment, (A) the Total Leverage Ratio, calculated on a Pro Forma Basis, would result therefrom not exceed 5.25:1.00 and (B) no Event of Default exists at the time any such Restricted Payment is made and after giving pro forma effect thereto, of the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditionsdeclaration thereof. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any (x) any Junior Lien Indebtedness, (y) any Junior Indebtedness or (z) any unsecured Indebtedness of the types described in clauses (a) and (c) of the definition of “Indebtedness” (other than Indebtedness among Holdings, the Borrower and/or its subsidiaries), in each case of the foregoing clauses (x), (y) and (z) unsecured Indebtedness permitted hereunder to the extent the outstanding amount thereof is equal to or greater than the Threshold Amount (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m6.01 and/or refinancing Indebtedness permitted by Section 6.01(x); (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) Restricted Debt Payments in an aggregate amount not to exceed (A) $25,000,000, plus (B) at the election of the Borrower, the amount of any Restricted Payments then permitted to be made by the Borrower in reliance on Section 6.04(a)(x)(A) (it being understood that any amount utilized under this clause (B) to make a Restricted Debt Payment shall result in a reduction in availability under Section 6.04(a)(x)(A)); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, exists at the time of delivery of irrevocable notice of such Restricted Debt Payment and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall calculated on a Pro Forma Basis, would not exceed $5,000,0005.00:1.00; and (viiviii) (A) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any other Declined Proceeds applied to make Restricted Debt Payments subject in reliance on this Section 6.04(b)(viii) shall not increase the amount available under clause (a)(viii) of the definition of “Available Amount” to compliance with the Payment Conditions. extent so applied) and (cB) The Borrowers shall notwithout duplication of clause (A) above, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account prepayments of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by Facility with respect to which the Second Lien Secured Notes Documents as corresponding prepayment obligation under the Credit Facilities has been waived or declined in effect on accordance with the Closing Dateterms hereof.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower and the Restricted Subsidiaries shall not pay or make, directly or indirectly, any Restricted Payment, except thatexcept: (i) the Borrowers may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees and/or managers or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise fees, franchise fees and Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or Borrower and its subsidiariesSubsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to for any taxing authority and that are attributable to taxable period for which the Borrower (x) is treated as a partnership or disregarded entity for U.S. federal or applicable state or local income tax purposes or operation (y) is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any a consolidated, combined or similar income tax liabilities attributable group for U.S. federal or applicable state or local income tax purposes of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”), to taxable pay the portion of any U.S. federal, state or local income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidatedBorrower’s direct or indirect owners or of such Tax Group, combinedas applicable, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes for such taxable period that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the Borrower and/or its Subsidiaries; provided that (1) the amount of dividends such Restricted Payments for any taxable period shall not exceed the amount of such Taxes that the Borrower and/or such Subsidiaries, as applicable, would have paid had Company and/or such Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group), less any refunds received by the Borrower in respect of the Borrower Tax Refund Receivable and other distributions actually made by (2) Restricted Payments in respect of any Taxes attributable to the income of an Unrestricted Subsidiary shall be permitted only to the extent that such Unrestricted Subsidiaries Subsidiary has made cash payments for such purpose to the Borrower or any Restricted Subsidiary for such purposeSubsidiary; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiariesBorrower and its Subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiariesBorrower and its Subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and; (E) to pay (x) fees and expenses related to debt or equity offerings, Investments or acquisitions (whether or not consummated) and (y) Public Company Costs; (F) to finance any Permitted Investment or any other Investment otherwise permitted under this Section 6.6 6.04(a) (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its the Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its the Restricted Subsidiaries, in order to consummate such Investment as a Permitted Investment or in compliance with the applicable requirements of the applicable provisions of this Section 6.6 6.04(a) as if undertaken as a direct Investment by the relevant Borrower or the relevant a Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and its Subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers may Restricted Payments (or may make making Restricted Payments to allow any Parent Company toCompany) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Restricted Subsidiary of the Borrowers: (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company Company, the Borrower or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary Subsidiary: (A) in accordance with the terms of promissory notes issued pursuant to Section 6.01(o), so long as the Borrowers); providedaggregate amount of all Cash payments made in respect of such promissory notes, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, together with the aggregate amount of Restricted Payments made as of such date pursuant to sub-clause (D) of this Section 6.4(a)(ii)(A) shall clause (ii), in any Fiscal Year does not exceed the greater of $10,000,00020,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Year) and 12.5% of Consolidated Adjusted EBITDA for such Fiscal Year; provided that such amount in any Fiscal Year shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries (or by any Parent Company and contributed to the Borrower or any Restricted Subsidiary) after the Closing Date and not previously utilized under this sub-clause (A) of this clause (ii) or sub-clauses (C) or (D) of this clause (ii); (B) with the proceeds of any sale or issuance of the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents so long as the aggregate amount of Restricted Payments made pursuant to this sub-clause (D) of this clause (ii), together with the aggregate amount of all Cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), in any Fiscal Year does not exceed the greater of $20,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Year) and 12.5% of Consolidated Adjusted EBITDA for such Fiscal Year; provided that such amount in any Fiscal Year shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries (or by any Parent Company and contributed to the Borrower or any Restricted Subsidiary) after the Closing Date and not previously utilized under this sub-clause (D) of this clause (ii) or sub-clauses (A) or (C) of this clause (ii); (iii) [reserved]so long as, (x) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing and (y) the Total Leverage Ratio calculated on a Pro Forma Basis for the most recently ended Test Period, would not exceed 4.50:1.00, additional Restricted Payments in an amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower and the Restricted Subsidiaries elect to apply to this clause (iii); (iv) the Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (to the extent attributable to any transaction involving Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Company or attributable to the operations of the Borrower and its Subsidiaries) or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers may make Restricted Payments to repurchase (or make making Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reservedReserved]; (vii) so long as, immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, following the consummation of a Qualifying IPO (including the Initial IPO), making Restricted Payments (or making Restricted Payments to any Parent Company to enable it to make corresponding payments) with respect to Capital Stock in an amount not to exceed the greater of (A) 6.0% per annum of the Net Proceeds received by or contributed to the Borrower from any Qualifying IPO and (B) 5.0% per annum of market capitalization; (viii) Restricted Payments to (A) redeem, repurchase, retire or otherwise acquire any (x) Capital Stock (“Treasury Capital Stock”) of the Borrower or any Restricted Subsidiary or (y) Capital Stock of any Parent Company, in the case of each of subclauses (x) and (y), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (B) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted PaymentPayments, the Borrowers may consummate any transaction transactions permitted by Section 6.6 (other than Sections 6.6(i) and (s)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(d6.09(d)); (viiix) to the extent that immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, additional Restricted Payments in an aggregate amount not to exceed the greater of $15,500,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period, minus the amount of Restricted Debt Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv); (xi) [Reserved]; (xii) Restricted Subsidiaries may pay dividends and other distributions and Restricted PaymentsPayments (other than Restricted Payments of the type described in clause (c) of the definition thereof) to their equity holders generally, so long as the Borrower or any Restricted Subsidiary that owns the equity interest in the Restricted Subsidiary paying such dividends and other distributions and Restricted Payments (other than Restricted Payments of the type described in clause (c) of the definition thereof) receives at least its pro rata share thereof based on the respective ownership of such Restricted Subsidiary; (xiii) [Reserved]; provided that and (xiv) additional Restricted Payments so long as (A) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect theretoFirst Lien Leverage Ratio, calculated on a Pro Forma Basis for the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall most recently ended Test Period, would not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions2.25:1.00. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, Cash on account of the purchase, redemption, retirement, acquisition, cancellation or termination of principal of or interest on any Restricted Debt (including any by making any sinking fund or similar deposit), in each case, more than 30 days prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m6.01 or refinancing Indebtedness permitted by Section 6.01(x); (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) so long as, immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing, additional Restricted Debt Payments in an aggregate amount not to exceed the greater of $15,500,000 and 10.0% of Consolidated Adjusted EBITDA for the most recently ended Test Period, minus the amount of Restricted Payments made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(a)(x); (Av) Restricted Debt Payments in exchange for, or made with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or the Borrower or any Restricted Subsidiary or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all Borrower or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]Subsidiary; (vi) other so long as, (x) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis for the most recently ended Test Period, would not exceed 4.50:1.00, Restricted Debt Payments in an aggregate amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi); and (vii) additional Restricted Debt Payments; provided that (A) immediately prior to and immediately after giving effect thereto, no Default or Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoFirst Lien Leverage Ratio, calculated on a Pro Forma Basis for the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall most recently ended Test Period, would not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions2.50:1.00. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1i) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)) and franchise fees, franchise Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdingsthe Borrower and its Restricted Subsidiaries; provided, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; that Restricted Payments made pursuant to this Section 6.04(a)(i)(A)(i) shall not exceed $5,000,000 in any Fiscal Year and (4ii) pay costs and expenses, including any public company costs, expenses associated with the compliance by Holdings with of the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to any taxing authority and that are attributable to the income or operation of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower or their its Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers Borrower and their its Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purpose; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their its Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their its Restricted Subsidiaries; and (E) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(E) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary;). (ii) the Borrowers Borrower may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the BorrowersBorrower: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate Borrower) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,00010,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, may be carried forward to the next succeeding Fiscal Year; (B) with the proceeds of any sale or issuance of the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to increase the Available Amount or Available Excluded Contribution Amount, to make Restricted Payments or Restricted Debt Payments hereunder, or as all or a portion of any Cure Amount; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved];the Borrower may make Restricted Payments, the proceeds of which are applied on the Closing Date, solely to effect the consummation of the Transactions; and (vii) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(i) and (s)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.08 (other than Section 6.8(d6.08(d)); (viii) other Restricted Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers Borrower shall not, nor shall the Borrowers Borrower permit any Restricted Subsidiary to, make any payment in cash Cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x), (y) through and (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m6.01(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the BorrowersBorrower, but only to the extent such proceeds have not otherwise been applied to increase the Available Amount or Available Excluded Contribution Amount, to make Restricted Payments or Restricted Debt Payments hereunder, or as all or a portion of any Cure Amount, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers Borrower or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1;6.01; and (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that Payments in an aggregate amount not to exceed (A) no Event the portion, if any, of Default has occurred and is continuing or would result therefrom, the Available Amount on such date that the Borrower elects to apply to this clause (iv)(A) and (B) at the time any portion, if any, of the Available Excluded Contribution Amount on such Restricted Debt Payment is made and after giving pro forma effect thereto, date that the aggregate amount of Restricted Debt Payments made as of date pursuant Borrower elects to apply to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditionsiv)(B). (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees managers and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiariesSubsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunderits Subsidiaries; (B) to pay Taxes due and payable by such Parent Company to for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar tax group for U.S. federal and/or applicable state or local tax purposes of which such Parent Company is the common parent, to discharge the consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its Subsidiaries when and as due, to the extent such liabilities are attributable to the income of the Borrower and/or any Subsidiary; provided that the amount of such payments in respect of any taxable year do not exceed the amount of such Taxes that the Borrower and/or its applicable Subsidiaries would have paid had such Taxes been paid as stand-alone companies or as a stand-alone group; provided, further further, that the amount any such payment in respect of an Unrestricted Subsidiary shall be permitted under this subclause (B) relating to Taxes that are attributable only to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the amount of dividends and other extent that cash distributions actually are made by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries to any Restricted Subsidiary for such purpose; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industreathe Borrower and/or its Subsidiaries), the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted its Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industreathe Borrower and/or its Subsidiaries), the Borrowers and/or their subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted its Subsidiaries; and; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions (in each case whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role, and (y) after the consummation of an initial public offering, Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its Subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary Subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the BorrowersSubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary Subsidiary) in an amount not to exceed, in any Fiscal Year, the greater of $30,000,000 and 15% of Consolidated Adjusted EBITDA as of the Borrowers); providedlast day of the most recently ended Test Period, that at the time any which, if not used in such Restricted Payment is made and after giving pro forma effect theretoFiscal Year, the aggregate amount of Restricted Payments made as of such date pursuant shall be carried forward to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only Subsidiary (other than any such proceeds or contribution that forms part of any Available Excluded Contribution Amount or to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereundercontribution has increased the Available Amount)); or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members in connection with such exercise and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions, (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Acquisition Agreement (including payment of working capital and/or purchase price adjustments) and to pay Transaction Costs, in each case, with respect to the Transactions and (iii) to direct or indirect holders of Capital Stock of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of any working capital and purchase price adjustments, in each case, with respect to the Transactions; (vii) so long as no Event of Default exists at the time of declaration of such Restricted Payment, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount not to exceed 6.00% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPO; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; provided that any amount applied to make a Restricted Payment pursuant to this clause (viii) shall not be applied or used to increase the Available Amount or the Available Excluded Contribution Amount; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d) and (j)); (viiix) other the Borrower may make Restricted Payments; provided that Payments in an aggregate amount not to exceed the greater of $65,000,000 and 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period, plus at the election of the Borrower, the amount of Restricted Debt Payments then permitted to be made by the Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv) (Asuch increase shall result in a reduction in availability under Section 6.04(b)(iv)); (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (B) exists at the time any of the declaration of such Restricted Payment is made and after giving pro forma effect thereto(ii) the Total Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 6.35:1:00; (xii) the Borrower may make any Restricted Payment with cash tax savings attributable to the Transactions in an aggregate amount not to exceed $50,000,000; provided that no Event of Restricted Payments made as Default exists at the time of the declaration of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000Restricted Payment; and (ixxiii) any the Borrower may declare and make dividend payments or other Restricted Payment subject to compliance with Payments payable solely in the Payment ConditionsCapital Stock of the Borrower or of any Parent Company. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any (x) Junior Lien Indebtednessto the extent equal to or greater than the Threshold Amount, any Indebtedness permitted under Section 6.01(x) or (y) any Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through and (zy), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m6.01 and/or refinancing Indebtedness permitted by Section 6.01(x); (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) Restricted Debt Payments in an aggregate amount not to exceed the greater of $65,000,000 and 35% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, exists at the time of delivery of irrevocable notice of such Restricted Debt Payment and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, the aggregate amount of calculated on a Pro Forma Basis, would not exceed 6.35:1:00; (viii) Restricted Debt Payments made as of date pursuant in an aggregate amount not to this clause (vi) shall not exceed $5,000,000the Available RP Capacity Amount; and (viiix) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any other Declined Proceeds applied to make Restricted Debt Payments subject in reliance on this Section 6.04(b)(ix) shall not increase the amount available under clause (a)(viii) of the definition of “Available Amount” to compliance with the Payment Conditionsextent so applied). (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1i) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)) and franchise fees, franchise Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdingsthe Borrower and its Restricted Subsidiaries; provided, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; that Restricted Payments made pursuant to this Section 6.04(a)(i)(A)(i) shall not exceed $5,000,000 in any Fiscal Year and (4ii) pay costs and expenses, including any public company costs, expenses associated with the compliance by Holdings with of the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to any taxing authority and that are attributable to the income or operation of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower or their its Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers Borrower and their its Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purpose; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their its Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their its Restricted Subsidiaries; and (E) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(E) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary;). (ii) the Borrowers Borrower may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the BorrowersBorrower: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate Borrower) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,00010,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, may be carried forward to the next succeeding Fiscal Year; (B) with the proceeds of any sale or issuance of the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to increase the Available Amount or Available Excluded Contribution Amount or to make Restricted Payments or Restricted Debt Payments hereunder; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may (or may make Restricted Payments to allow any Parent Company to) make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the 121 exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied on the Closing Date, solely to effect the consummation of the Transactions; (vii) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(i) and (s)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.08 (other than Section 6.8(d6.08(d));; and (viii) other the Borrower may make Restricted Payments; provided that Payments to repurchase or redeem (or make Restricted Payments to any Parent Company to enable it to repurchase or redeem) up to three million shares of Capital Stock constituting common shares of Holdings pursuant to a repurchase program previously committed to by the board of directors of Holdings and disclosed in the public filings of Holdings prior to the Amendment No. 3 Closing Date so long (A) no Event of Default has occurred and is continuing all Restricted Payments made in reliance on this clause (viii) shall be made on or would result therefrom prior to December 31, 2022 and (B) at to the time extent any such Restricted Payment Payments are made between the date that is made eighteen (18) calendar months after the Amendment No. 3 Closing Date and after giving pro forma effect theretoDecember 31, 2022, the aggregate amount sum of all such Restricted Payments made as of such date pursuant to in reliance on this Section 6.4(a)(viiiclause (viii) since the Amendment No. 3 Closing Date shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions40,000,000. (b) The Borrowers Borrower shall not, nor shall the Borrowers Borrower permit any Restricted Subsidiary to, make any payment in cash Cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x), (y) through and (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m6.01(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the BorrowersBorrower, but only to the extent such proceeds have not otherwise been applied to increase the Available Amount or Available Excluded Contribution Amount or to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers Borrower or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1;6.01; and (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that Payments in an aggregate amount not to exceed (A) no Event the portion, if any, of Default has occurred and is continuing or would result therefrom, the Available Amount on such date that the Borrower elects to apply to this 122 clause (iv)(A) and (B) at the time any portion, if any, of the Available Excluded Contribution Amount on such Restricted Debt Payment is made and after giving pro forma effect thereto, date that the aggregate amount of Restricted Debt Payments made as of date pursuant Borrower elects to apply to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditionsiv)(B). (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees managers and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their and/or its subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to (x) for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; providedtax group for U.S. federal and/or applicable state or local tax purposes of which such Parent Company is the common parent, further that to discharge the amount permitted under this subclause (B) relating consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due, to Taxes that the extent such liabilities are attributable to the taxable income of Unrestricted Subsidiaries in the Borrower and/or any period shall be limited to subsidiary of the Borrower; provided that the amount of dividends such payments in respect of any taxable year do not exceed the amount of such Tax liabilities that the Borrower and/or its applicable subsidiaries would have paid had such Tax liabilities been paid as standalone companies or as a standalone group and other (y) for any taxable period for which the Borrower is a partnership or disregarded entity for U.S. federal income tax purposes that is wholly-owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local tax purposes, distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary direct or indirect parent of the Borrower in an amount not to exceed the amount of any Tax that the Borrower and/or its applicable subsidiaries would have paid had such Tax been paid as standalone companies or as a standalone group (and assuming for purposes of such purposecalculation that the Borrower is classified as a domestic corporation for U.S. federal income tax purposes); (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiaries; andits subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role, and (y) after the consummation of an initial public offering or an offering of public debt securities, Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in each case, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted SubsidiaryPayment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) exists at the time of the payment thereof or would result therefrom, with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate subsidiary) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,0002,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower or any of its Subsidiaries, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make (w) Capital Expenditures or repurchases, in each case, in reliance on the proviso set forth in Section 6.03, (x) Investments, (y) Restricted Payments or (z) Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount, any Liquidity Cure Amount or the Fourth Amendment Equity Contribution Amount; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions, (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Merger Agreement (including payment of working capital and/or purchase price adjustments) and to pay Transaction Costs, in each case, with respect to the Transactions and (iii) to direct or indirect holders of Capital Stock of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of any working capital and purchase price adjustments, in each case, with respect to the Transactions; (vii) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) exists at the time of payment thereof or would result therefrom, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount of 6.00% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPO; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d) and (j)); (viiix) other Restricted Payments; provided that (A) so long as no Event of Default has occurred and is continuing exists at the time of the payment thereof or would result therefrom and therefrom, the Borrower may make Restricted Payments in an aggregate amount not to exceed (A) $5,000,000, minus (B) at the time outstanding amount of Investments made by the Borrower or any such Subsidiary in reliance on Section 6.06(q)(i)(B) minus (C) the amount of Restricted Payment is Debt Payments made and after giving pro forma effect theretoby the Borrower or any Subsidiary in reliance on Section 6.04(b)(iv)(B); provided that, during the Restricted Period, the aggregate amount of Restricted Payments made as of such date pursuant to in reliance on this Section 6.4(a)(viiiclause (x) shall not exceed $10,000,000500,000; and (ixxi) any other the Borrower may make Restricted Payment subject to compliance with Payments so long as (i) no Event of Default exists at the Payment Conditionstime of the payment thereof or would result therefrom and (ii) the Total Leverage Ratio, calculated on a Pro Forma Basis for the Test Period then most recently ended, would not exceed 3.75:1.00.; (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any Junior Indebtedness (x) other than Indebtedness among Holdings, the Borrower and/or its subsidiaries), Junior Lien Indebtedness or Junior Unsecured Indebtedness (such Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m)[Reserved]; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) so long as no Event of Default exists at the time of the payment thereof or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed (A) $7,500,000, plus (B) at the election of the Borrower, the amount of any Restricted Payments then permitted to be made by the Borrower in reliance on Section 6.04(a)(x)(A) minus (C) the outstanding amount of Investments made by the Borrower or any Subsidiary in reliance on Section 6.06(q)(i)(C); provided that, during the Restricted Period, the aggregate amount of Restricted Debt Payments made in reliance on this clause (iv) shall not exceed $0; (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing exists at the time of the payment thereof or would result therefrom, therefrom and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, the aggregate amount calculated on a Pro Forma Basis, would not exceed 3.75:1.00; (viii) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any Declined Proceeds applied to make Restricted Debt Payments made as of date pursuant to in reliance on this clause (viSection 6.04(b)(viii) shall not exceed $5,000,000increase the amount available under clause (a)(viii) of the definition of “Available Amount” to the extent so applied); and (viiix) any other Restricted Debt Payments subject to compliance with of PPP Debt made within 5 Business Days of the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Third Amendment Effective Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1i) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)) and franchise fees, franchise Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdingsthe Borrower and its Restricted Subsidiaries; provided, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; that Restricted Payments made pursuant to this Section 6.04(a)(i)(A)(i) shall not exceed $5,000,000 in any Fiscal Year and (4ii) pay costs and expenses, including any public company costs, expenses associated with the compliance by Holdings with of the requirements and/or regulations applicable to public companies, including, without limitation, the “XxxxxxxxSxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to any taxing authority and that are attributable to the income or operation of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower or their its Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers Borrower and their its Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary for such purpose; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their its Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their its Restricted Subsidiaries; and (E) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(E) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary;). (ii) the Borrowers Borrower may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the BorrowersBorrower: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate Borrower) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,00010,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, may be carried forward to the next succeeding Fiscal Year; (B) with the proceeds of any sale or issuance of the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to increase the Available Amount or Available Excluded Contribution Amount or to make Restricted Payments or Restricted Debt Payments hereunder; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may (or may make Restricted Payments to allow any Parent Company to) make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied on the Closing Date, solely to effect the consummation of the Transactions; (vii) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(i) and (s)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.08 (other than Section 6.8(d6.08(d));; and (viii) other the Borrower may make Restricted Payments; provided that Payments to repurchase or redeem (or make Restricted Payments to any Parent Company to enable it to repurchase or redeem) up to three million shares of Capital Stock constituting common shares of Holdings pursuant to a repurchase program previously committed to by the board of directors of Holdings and disclosed in the public filings of Holdings prior to the Amendment No. 3 Closing Date so long (A) no Event of Default has occurred and is continuing all Restricted Payments made in reliance on this clause (viii) shall be made on or would result therefrom prior to December 31, 2022 and (B) at to the time extent any such Restricted Payment Payments are made between the date that is made eighteen (18) calendar months after the Amendment No. 3 Closing Date and after giving pro forma effect theretoDecember 31, 2022, the aggregate amount sum of all such Restricted Payments made as of such date pursuant to in reliance on this Section 6.4(a)(viiiclause (viii) since the Amendment No. 3 Closing Date shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions40,000,000. (b) The Borrowers Borrower shall not, nor shall the Borrowers Borrower permit any Restricted Subsidiary to, make any payment in cash Cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x), (y) through and (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m6.01(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the BorrowersBorrower, but only to the extent such proceeds have not otherwise been applied to increase the Available Amount or Available Excluded Contribution Amount or to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers Borrower or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1;6.01; and (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that Payments in an aggregate amount not to exceed (A) no Event the portion, if any, of Default has occurred and is continuing or would result therefrom, the Available Amount on such date that the Borrower elects to apply to this clause (iv)(A) and (B) at the time any portion, if any, of the Available Excluded Contribution Amount on such Restricted Debt Payment is made and after giving pro forma effect thereto, date that the aggregate amount of Restricted Debt Payments made as of date pursuant Borrower elects to apply to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditionsiv)(B). (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Top Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Top Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees managers and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Top Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their and/or its subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to any taxing authority and that are attributable to discharge the income or operation of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; providedTax liabilities of such Parent Company and its subsidiaries when and as due, further that to the amount permitted under this subclause (B) relating to Taxes that extent such liabilities are attributable to the taxable income of Unrestricted Subsidiaries in the Top Borrower and/or any period shall be limited to subsidiary; provided that the amount of dividends and other distributions actually made by such Unrestricted Subsidiaries to payments in respect of any Restricted Subsidiary for taxable year do not exceed the amount of such purposeTaxes that the Top Borrower and/or its applicable subsidiary would have paid had such Taxes been paid as standalone companies or as a standalone group; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Top Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Top Borrower and their Restricted Subsidiariesits subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Top Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Top Borrower and their Restricted Subsidiaries; andits subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions (whether or not consummated) and (y) Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Top Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Top Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Top Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Top Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Top Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Top Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Top Borrower or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate subsidiary) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,00015,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, may be carried forward to the next two succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of the Capital Stock of a the Top Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Top Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Top Borrower may make additional Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Top Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Top Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Top Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Top Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Top Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reserved]the Top Borrower may make Restricted Payments, the proceeds of which are applied to satisfy any payment obligations owing under the Acquisition Agreement; (vii) so long as no Event of Default then exists, the Top Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount of 6.00% per annum of the net Cash proceeds received by or contributed to the Top Borrower from the Initial Public Offering and/or any subsequent public offering of Capital Stock of any Parent Company; (viii) the Top Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Top Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Top Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Top Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Top Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Top Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Top Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(d6.09(d)); (viiix) other the Top Borrower may make additional Restricted Payments; provided that Payments in an aggregate amount not to exceed the greater of $50,000,000 and 23% of Consolidated Adjusted EBITDA as of the last day of the most recently ended Test Period, minus (A) no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Debt Payments made as by the Top Borrower or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B), minus (B) the outstanding amount of date pursuant to this clause (vi) shall not exceed $5,000,000Investments made by the Top Borrower or any Restricted Subsidiary in reliance on Section 6.06(q)(ii); and (viixi) any other the Top Borrower may make additional Restricted Debt Payments subject to compliance with so long as the Payment ConditionsTotal Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 3.75:1.00. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may declare and pay dividends or distributions, or make Restricted Payments loans to, any direct or indirect parent in amounts required for any direct or indirect parent companies (or, in the case of clause (E) below, any other direct or indirect owners of the Borrower) to the extent necessary to permit any Parent Companypay, in each case without duplication: (A) to (1) pay general administrative franchise and operating costs excise taxes and other fees, taxes and expenses required to maintain their existence; (including corporate overhead, legal or similar expenses and B) customary salary, bonus and other benefits payable to officers, employees, members of management, managers, officers and employees and/or consultants of any Parent Company (and/or any Immediate Family Member of any direct or indirect parent company of the foregoing)) and franchise fees, franchise Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, Borrower to the extent such salaries, bonuses and other benefits are attributable to the ownership or operations operation of Holdings the Borrower and its Restricted Subsidiaries; (but excluding, for the avoidance of doubt, the portion C) general corporate operating and overhead costs and expenses of any direct or indirect parent company of the Borrower to the extent such amount, if any, that is costs and expenses are attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member operation of the foregoing), which is reasonable Borrower and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or its Restricted Subsidiaries; (D) fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including other than to Affiliates of the Borrower, related to any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder;unsuccessful equity or debt offering of such parent entity; and (BE) to pay Taxes due and payable by such Parent Company to (I) for any taxing authority and that are attributable to taxable period (or portion thereof) for which the income Borrower or operation any of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their its Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were are members of a separate consolidated, combined, unitary or similar group; providedincome tax group for U.S. federal, further that state, local or applicable foreign income tax purposes of which any direct or indirect parent of the amount permitted under this subclause Borrower is the common parent (Ba “Tax Group”), to pay the portion of any U.S. federal, state, local and foreign income taxes (as applicable) relating to Taxes of such Tax Group for such taxable period that are attributable to the taxable income of the Borrower and/or the applicable Restricted Subsidiaries (and, to the extent permitted below, the applicable Unrestricted Subsidiaries in any period shall be limited to Subsidiaries); provided that for each taxable period, (1) the amount of dividends such payments made in respect of such taxable period in the aggregate will not exceed the amount that the Borrower and other the applicable Restricted Subsidiaries (and, to the extent permitted below, the applicable Unrestricted Subsidiaries), as applicable, would have been required to pay in respect of such taxable income as stand-alone taxpayers or a stand-alone Tax Group and (2) the amount of such payments made in respect of an Unrestricted Subsidiary will be permitted only to the extent that cash distributions actually were made by such an Unrestricted Subsidiaries Subsidiary to the Borrower or any Restricted Subsidiary for such purpose; purpose and (CII) for any taxable period for which the Borrower is a partnership (or disregarded as separate from a partnership) for U.S. federal income tax purposes, to make distributions to enable the direct and indirect owners of the Borrower to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, their tax liabilities attributable to the ownership taxable income of the Borrower and its subsidiaries in an amount not to exceed the product of (1) the taxable income allocated or operations attributed from the Borrower and its subsidiaries that are treated as partnerships, or disregarded as separate from a partnership, for U.S. federal income tax purposes for such taxable period, to the direct or indirect owners of the Borrower for such taxable period determined without regard to any subsidiary adjustments under Section 734(b) of Holdingsthe Code or Section 743(b) of the Code and without regard to gain specifically allocated under Section 704(c) of the Code and (2) the highest combined marginal U.S. federal, other than Intermediate Holdings, CP Holdings LLC, Industrea, state and local income tax rate in any jurisdiction in the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; United States applicable to a corporation or individual (Dwhichever is higher) for such period, taking into account the payment character of insurance premiums to the extent attributable to Holdings (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and (E) to finance any Investment permitted under Section 6.6 (provided that (x) any Restricted Payment under this clause (a)(i)(E) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shalltax items (e.g., promptly following the closing thereof, cause (I) all property acquired to be contributed to a Borrower ordinary or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiarycapital); (ii) the Borrowers Borrower may (or may make Restricted Payments to allow any Parent Company to) repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or Company, the Borrower and/or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowers: subsidiary (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts any amount paid in respect of any promissory notes note issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value take any action described in this clause (ii)): (A) with Cash and Cash Equivalents in an amount not to exceed the Capital Stock greater of any Parent Company or any Restricted Subsidiary held by any future, present or former employee, director, member $59,000,000 and 10% of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Subsidiary Consolidated Adjusted EBITDA as of the Borrowers); providedlast day of the most recently ended Test Period in any Fiscal Year, that at the time any which, if not used in such Restricted Payment is made and after giving pro forma effect theretoFiscal Year, the aggregate amount of Restricted Payments made as of such date pursuant shall be carried forward to this Section 6.4(a)(ii)(A) shall not exceed $10,000,000succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (I) other than any net cash proceeds received from the sale of Capital Stock to, or contributions from, the Borrower or any of its Restricted Subsidiaries, (II) to the extent such the relevant net cash proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (III) other than any Cure Amount and/or any Available Excluded Contribution Amount; or (C) with the net proceeds of any key-man life insurance policiespolicy; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such the Borrower and/or any Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]declare and pay dividends or distributions to holders of any class or series of Disqualified Capital Stock of the Borrower or any Restricted Subsidiary or any class or series of Preferred Stock of any Restricted Subsidiary issued in accordance with Section 6.01 to the extent such dividends or distributions are included in the definition of “Consolidated Fixed Charges”; (vii) so long as no Event of Default exists at the time of declaration of such Restricted Payment, the Borrower may (or may make Restricted Payments to any Specified Parent Company to enable it to) make Restricted Payments in an amount not to exceed 7.00% per annum of Market Capitalization; (viii) the Borrower may make Restricted Payments to (A) redeem, repurchase, retire or otherwise acquire any (I) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (II) Capital Stock of any Parent Company, in the case of each of subclauses (I) and (II), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (B) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d), (j) and (p)); (viiix) other the Borrower may make Restricted Payments; provided that Payments in an aggregate amount not to exceed (A) the greater of $147,500,000 and 25% of Consolidated Adjusted EBITDA minus (B) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(B) minus (C) the amount of any Restricted Debt Payment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.04(b)(iv)(B); (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom and (Bg) exists at the time any of the declaration of such Restricted Payment is made and after giving pro forma effect thereto(ii) the Total Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 5.40:1.00; (xii) the aggregate Borrower or any Restricted Subsidiary may make loans, advances, dividends, distributions or other payments to enable Shift4 Payments and its subsidiaries (other than the Borrower and its subsidiaries) to satisfy any obligations pursuant to the Tax Receivable Agreement, including any lump sum amount payable upon an early termination of the Tax Receivable Agreement; (xiii) the Borrower or any Restricted Payments made as Subsidiary may pay dividends or other distributions on its Capital Stock or consummate any irrevocable redemption within 60 days of the declaration of such dividend or distribution or the giving of the redemption notice, as the case may be, if, on the date of such declaration or notice, such dividends or other distributions or redemption payment could have been paid in compliance with this Agreement; (xiv) the Borrower or any Restricted Subsidiary may make payments or distributions to dissenting stockholders pursuant to applicable law (including in connection with, or as a result of, exercise of appraisal rights and the settlement of any claims or action (whether actual, contingent or potential)), pursuant to or in connection with Section 6.06 or a consolidation, merger or transfer of assets that is not prohibited by this Section 6.4(a)(viiiAgreement; (xv) shall not exceed $10,000,000the Borrower or any Restricted Subsidiary may make payments arising under Indebtedness or other contractual requirements of a Securitization Entity in connection with a Qualified Receivables Transaction; provided that such restrictions apply only to such Securitization Entity; and (ixxvi) the Borrower or any other Restricted Payment subject to compliance Subsidiary may make payments or distributions as required by the Convertible Notes in accordance with the Payment Conditionsterms thereof. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any applicable Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any (x) any Junior Lien Indebtedness, Indebtedness or (y) any Junior Indebtedness Indebtedness, in each case of the foregoing clauses (x) and (zy) unsecured Indebtedness permitted hereunder to the extent the outstanding amount thereof is equal to or greater than the Threshold Amount (the Indebtedness described in clauses (x) through and (zy), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) with respect to any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to by Section 6.1(m)6.01; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) Restricted Debt Payments in an aggregate amount not to exceed (A) the greater of $147,500,000 and 25% of Consolidated Adjusted EBITDA plus (B) the amount of any Restricted Payment permitted to be made by the Borrower in reliance on Section 6.04(a)(x) minus (C) the amount of any Investment made by the Borrower and/or any Restricted Subsidiary in reliance on Section 6.06(q)(i)(C); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (vi)(B); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing under Sections 7.01(a), (f) or would result therefrom, (g) exists at the time of delivery of irrevocable notice of such Restricted Debt Payment and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoTotal Net Leverage Ratio, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall calculated on a Pro Forma Basis, would not exceed $5,000,0005.40:1.00; and (viiviii) any arising under Indebtedness or other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except contractual requirements of a Securitization Entity in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Datea Qualified Receivables Transaction; provided that such restrictions apply only to such Securitization Entity.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower and the Restricted Subsidiaries shall not pay or make, directly or indirectly, any Restricted Payment, except thatexcept: (i) the Borrowers may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees and/or managers or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise fees, franchise fees and similar Taxes and similar fees, Taxes fees and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or Borrower and its subsidiariesSubsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any a consolidated, combined or similar income tax liabilities attributable group for U.S. federal or applicable state or local income tax purposes of which a direct or indirect parent of the Borrower is the common parent (a “Tax Group”), to taxable pay the portion of any U.S. federal, state or local income Taxes of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; provided, further that the amount permitted under this subclause (B) relating to Taxes Group for such taxable period that are attributable to the taxable income of Unrestricted Subsidiaries in any period shall be limited to the Borrower and/or its Subsidiaries; provided that (1) the amount of dividends such Restricted Payments for any taxable period shall not exceed the amount of such Taxes that the Borrower and/or such Subsidiaries, as applicable, would have paid had the Borrower and/or such Subsidiaries, as applicable, been a stand-alone taxpayer (or a stand-alone group), less any refunds received by the Borrower in respect of the Borrower Tax Refund Receivable, and other distributions actually made by (2) Restricted Payments in respect of any Taxes attributable to the income of an Unrestricted Subsidiary shall be permitted only to the extent that such Unrestricted Subsidiaries Subsidiary has made cash payments for such purpose to the Borrower or any Restricted Subsidiary for such purposeSubsidiary; (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiariesBorrower and its Subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company or its Subsidiaries (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary Subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiariesBorrower and its Subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their Restricted Subsidiaries; and; (E) to pay (x) fees and expenses related to debt or equity offerings, Investments or acquisitions (whether or not consummated) and (y) Public Company Costs; (F) to finance any Permitted Investment or any other Investment otherwise permitted under this Section 6.6 6.04(a) (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its the Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its the Restricted Subsidiaries, in order to consummate such Investment as a Permitted Investment or in compliance with the applicable requirements of the applicable provisions of this Section 6.6 6.04(a) as if undertaken as a direct Investment by the relevant Borrower or the relevant a Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and its Subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers may Restricted Payments (or may make making Restricted Payments to allow any Parent Company toCompany) repurchase, redeem or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers or any Restricted Subsidiary of the Borrowers: (A) with cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company Company, the Borrower or any Restricted Subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary Subsidiary: (A) in accordance with the terms of promissory notes issued pursuant to Section 6.01(o), so long as the Borrowers); providedaggregate amount of all Cash payments made in respect of such promissory notes, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, together with the aggregate amount of Restricted Payments made as of such date pursuant to sub-clause (D) of this Section 6.4(a)(ii)(A) shall clause (ii), in any Fiscal Year does not exceed the greater of $10,000,00055,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Year) and 13.0% of Consolidated Adjusted EBITDA for such Fiscal Year; provided that such amount in any Fiscal Year shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries (or by any Parent Company and contributed to the Borrower or any Restricted Subsidiary) after the Closing Date and not previously utilized under this sub-clause (A) of this clause (ii) or sub-clauses (C) or (D) of this clause (ii); (B) with the proceeds of any sale or issuance of the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary), but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder; or; (C) with the net proceeds of any key-man life insurance policies; or (D) with Cash and Cash Equivalents so long as the aggregate amount of Restricted Payments made pursuant to this sub-clause (D) of this clause (ii), together with the aggregate amount of all Cash payments made pursuant to sub-clause (A) of this clause (ii) in respect of promissory notes issued pursuant to Section 6.01(o), in any Fiscal Year does not exceed the greater of $55,000,000 (with unused amounts in any Fiscal Year being carried over to any subsequent Fiscal Year) and 13.0% of Consolidated Adjusted EBITDA for such Fiscal Year; provided that such amount in any Fiscal Year shall be increased by an amount not to exceed the cash proceeds of key man life insurance policies received by the Borrower or the Restricted Subsidiaries (or by any Parent Company and contributed to the Borrower or any Restricted Subsidiary) after the Closing Date and not previously utilized under this sub-clause (D) of this clause (ii) or sub-clauses (A) or (C) of this clause (ii); (iii) [reserved]additional Restricted Payments in an amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower and the Restricted Subsidiaries elect to apply to this clause (iii); provided that (x) immediately prior to and immediately after giving effect thereto, no Event of Default has occurred and is continuing and (y) in the case of any utilization of the Builder Basket, the Total Leverage Ratio, calculated on a Pro Forma Basis for the most recently ended Test Period, would not exceed 4.50:1.00; (iv) the Borrowers may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (to the extent attributable to any transaction involving Capital Stock of the Borrower, any Restricted Subsidiary or any Parent Company or attributable to the operations of the Borrower and its Subsidiaries) or (B) repurchases of Capital Stock in consideration of the payments described in 140 sub-clause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers may make Restricted Payments to repurchase (or make making Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (vi) [reservedReserved]; (vii) so long as, immediately prior to the extent constituting a Restricted Paymentand immediately after giving effect thereto, the Borrowers may consummate any transaction permitted by Section 6.6 (other than Sections 6.6(i) and (s)), Section 6.7 (other than Section 6.7(g)) and Section 6.8 (other than Section 6.8(d)); (viii) other Restricted Payments; provided that (A) no Event of Default has occurred and is continuing continuing, making Restricted Payments (or would result therefrom making Restricted Payments to any Parent Company to enable it to make corresponding payments) with respect to Capital Stock in an amount not to exceed the greater of (A) 6.0% per annum of the Net Proceeds received by or contributed to the Borrower from any Public Offering and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount 5.0% per annum of market capitalization; (viii) Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii(A) shall not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers shall notredeem, nor shall the Borrowers permit any Restricted Subsidiary torepurchase, make any payment in cash on retire or in respect of principal of or interest on otherwise acquire any (x) Junior Lien Indebtedness, Capital Stock (y“Treasury Capital Stock”) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation Borrower or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.or

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to (1) pay general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees managers and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership or operations of Holdings (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their subsidiaries; provided, that Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1) shall not exceed $5,000,000 in any Fiscal Year, (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3) plus any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their and/or its subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to (x) for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; providedtax group for U.S. federal and/or applicable state or local tax purposes of which such Parent Company is the common parent, further that to discharge the amount permitted under this subclause (B) relating consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due, to Taxes that the extent such liabilities are attributable to the taxable income of Unrestricted Subsidiaries in the Borrower and/or any period shall be limited to subsidiary of the Borrower; provided that the amount of dividends such payments in respect of any taxable year do not exceed the amount of such Tax liabilities that the Borrower and/or its applicable subsidiaries would have paid had such Tax liabilities been paid as standalone companies or as a standalone group and other (y) for any taxable period for which the Borrower is a partnership or disregarded entity for U.S. federal income tax purposes that is wholly-owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local tax purposes, distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary direct or indirect parent of the Borrower in an amount not to exceed the amount of any Tax that the Borrower and/or its applicable subsidiaries would have paid had such Tax been paid as standalone companies or as a standalone group (and assuming for purposes of such purposecalculation that the Borrower is classified as a domestic corporation for U.S. federal income tax purposes); (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of Holdings, any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiaries; andits subsidiaries; (E) to pay (x) fees and expenses related to debt or equity offerings, investments or acquisitions (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role, and (y) after the consummation of an initial public offering or an offering of public debt securities, Public Company Costs; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in each case, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted SubsidiaryPayment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) exists at the time of the payment thereof or would result therefrom, with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate subsidiary) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,0002,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower or any of its Subsidiaries, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied (i) on the Closing Date, solely to effect the consummation of the Transactions, (ii) on and after the Closing Date, to satisfy any payment obligations owing under the Merger Agreement (including payment of working capital and/or purchase price adjustments) and to pay Transaction Costs, in each case, with respect to the Transactions and (iii) to direct or indirect holders of Capital Stock of the Borrower (immediately prior to giving effect to the Transactions) in connection with, or as a result of any working capital and purchase price adjustments, in each case, with respect to the Transactions; (vii) so long as no Event of Default under Sections 7.01(a), 7.01(f) or 7.01(g) exists at the time of payment thereof or would result therefrom, following the consummation of the first Qualifying IPO, the Borrower may (or may make Restricted Payments to any Parent Company to enable it to) make Restricted Payments with respect to any Capital Stock in an amount of 6.00% per annum of the net Cash proceeds received by or contributed to the Borrower from any Qualifying IPO; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(d) and (j)); (viiix) other so long as no Event of Default exists at the time of the payment thereof or would result therefrom, the Borrower may make Restricted Payments; provided that Payments in an aggregate amount not to exceed (A) $5,000,000, minus (B) the outstanding amount of Investments made by the Borrower or any Subsidiary in reliance on Section 6.06(q)(i)(B) minus (C) the amount of Restricted Debt Payments made by the Borrower or any Subsidiary in reliance on Section 6.04(b)(iv)(B); and (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default has occurred and is continuing exists at the time of the payment thereof or would result therefrom and (Bii) at the time any such Restricted Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, calculated on a Pro Forma Basis for the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall Test Period then most recently ended, would not exceed $10,000,000; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions3.75:1.00. (b) The Borrowers Borrower shall not, nor shall the Borrowers it permit any Restricted Subsidiary to, make any payment prepayment in cash on or Cash in respect of principal of or interest on any Junior Indebtedness (x) other than Indebtedness among Holdings, the Borrower and/or its subsidiaries), Junior Lien Indebtedness or Junior Unsecured Indebtedness (such Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt Debt, in each case, more than one year prior to the scheduled maturity date thereof (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m)[Reserved]; (ii) as part of an applicable high yield discount obligation catch-up payment; (iii) payments of regularly scheduled interest (including any penalty interest, if applicable) and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iiiiv) so long as no Event of Default exists at the time of the payment thereof or would result therefrom, Restricted Debt Payments in an aggregate amount not to exceed (A) $7,500,000, plus (B) at the election of the Borrower, the amount of any Restricted Payments then permitted to be made by the Borrower in reliance on Section 6.04(a)(x)(A) minus (C) the outstanding amount of Investments made by the Borrower or any Subsidiary in reliance on Section 6.06(q)(i)(C); (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings the Borrower and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunderBorrower, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company Borrower and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]6.01; (vi) other Restricted Debt PaymentsPayments in an aggregate amount not to exceed the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (vi)(A); (vii) Restricted Debt Payments in an unlimited amount; provided that (A) no Event of Default has occurred and is continuing exists at the time of the payment thereof or would result therefrom, therefrom and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect theretoTotal Leverage Ratio, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall calculated on a Pro Forma Basis, would not exceed $5,000,0003.75:1.00; and (viiviii) mandatory prepayments of Restricted Debt (and related payments of interest) made with Declined Proceeds (it being understood that any other Declined Proceeds applied to make Restricted Debt Payments subject in reliance on this Section 6.04(b)(viii) shall not increase the amount available under clause (a)(viii) of the definition of “Available Amount” to compliance with the Payment Conditionsextent so applied). (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.

Restricted Payments; Restricted Debt Payments. (a) The Borrowers Borrower shall not not, nor shall it permit any of its Restricted Subsidiaries to, pay or make, directly or indirectly, any Restricted Payment, except that: (i) the Borrowers Borrower may make Restricted Payments to the extent necessary to permit any Parent Company: (A) to pay (1I) pay reasonable and customary general administrative and operating costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers, employees managers and/or consultants of any Parent Company (and/or any Immediate Family Member of any of the foregoing)Company) and franchise feesTaxes, franchise Taxes and similar feesfees and expenses, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, business to the extent attributable to the ownership or operations of Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their ) and/or its subsidiaries; provided, that the aggregate amount of Restricted Payments made pursuant to this Section 6.4(a)(i)(A)(1clause (I) shall not exceed $5,000,000 500,000 in any Fiscal Year, and (2) pay customary salary or fees payable to directors of any Parent Company (and/or any Immediate Family Member of the foregoing), which is reasonable and customary and incurred in the ordinary course of business, to the extent attributable to the ownership of Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and/or their subsidiaries, subject, in the case of salary or fees in respect of directors appointed by, and representatives of, the Permitted Holders, in an aggregate amount not to exceed $1,000,000 during any fiscal year, (3II) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of Holdings Company (but excluding, excluding for the avoidance of doubt, the portion of any such amountindemnification claims, if any, that is are attributable to the ownership or operations of any subsidiary of Holdings such Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers and their ) and/or its subsidiaries; and (4) pay costs and expenses, including any public company costs, associated with the compliance by Holdings with the requirements and/or regulations applicable to public companies, including, without limitation, the “Xxxxxxxx-Xxxxx” legislation and related regulatory rules and regulations promulgated thereunder; (B) to pay Taxes due and payable by such Parent Company to (x) for any taxing authority and that are attributable to taxable period for which the income or operation Borrower is a member of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers or their Restricted Subsidiaries, including any consolidated, combined or similar income tax liabilities attributable to taxable income of Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, Borrowers and their Restricted Subsidiaries; provided that such Tax payment shall not exceed the Taxes of the Borrowers and their Restricted Subsidiaries that would be payable if the Borrowers and their Restricted Subsidiaries were a separate consolidated, combined, unitary or similar group; providedtax group for U.S. federal and/or applicable state or local tax purposes of which such Parent Company is the common parent, further that to discharge the amount permitted under this subclause (B) relating consolidated, combined, unitary or similar Tax liabilities of such Parent Company and its subsidiaries when and as due, to Taxes that the extent such liabilities are attributable to the taxable income of Unrestricted Subsidiaries in the Borrower and/or any period shall be limited to subsidiary; provided that the amount of dividends such payments in respect of any taxable year do not exceed the amount of such Tax liabilities that the Borrower and/or its applicable subsidiaries would have paid had such Tax liabilities been paid as standalone companies or as a standalone group and other (y) for any taxable period for which the Borrower is a partnership or disregarded entity for U.S. federal income tax purposes that is wholly-owned (directly or indirectly) by a C corporation for U.S. federal and/or applicable state or local tax purposes, distributions actually made by such Unrestricted Subsidiaries to any Restricted Subsidiary direct or indirect parent of the Borrower in an amount not to exceed the amount of any Tax that the Borrower and/or its applicable subsidiaries would have paid had such Tax been paid as stand alone companies or as a standalone group (and assuming for purposes of such purposecalculation that the Borrower is classified as a domestic corporation for U.S. federal income tax purposes); (C) to pay audit and other accounting and reporting expenses of such Parent Company to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, attributable to the ownership or operations of any subsidiary of any Parent Company other than Holdings, other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and their Restricted Subsidiariesits subsidiaries; (D) (x) for the payment of insurance premiums to the extent attributable to Holdings any Parent Company (but excluding, for the avoidance of doubt, the portion of any such premiums, if any, attributable to the ownership or operations of any subsidiary of Holdings any Parent Company other than Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or their its subsidiaries), the Borrower and its subsidiaries, (y) for the payment of legal and other professional fees of any Parent Company (but excluding, for the avoidance of doubt, the portion of any legal and other professional fees, if any, that are attributable to the ownership or operations of any subsidiary of such Parent Company other than Holdings, Intermediate Holdings, CP Holdings LLC, Industrea, the Borrowers Borrower and/or its subsidiaries) and their Restricted Subsidiaries; and(z) Public Company Costs; (E) to pay customary fees and expenses of third parties related to debt or equity offerings, investments or acquisitions (whether or not consummated) and expenses and indemnities of any trustee, agent, arranger, underwriter or similar role; (F) to finance any Investment permitted under Section 6.6 6.06 (provided that (x) any Restricted Payment under this clause (a)(i)(Ea)(i)(F) shall be made substantially concurrently with the closing of such Investment and (y) the relevant Parent Company shall, promptly following the closing thereof, cause (I) all property acquired to be contributed to a the Borrower or one or more of its Restricted Subsidiaries, or (II) the merger, consolidation or amalgamation of the Person formed or acquired into a the Borrower or one or more of its Restricted Subsidiaries, in order to consummate such Investment in compliance with the applicable requirements of Section 6.6 6.06 as if undertaken as a direct Investment by the relevant Borrower or the relevant Restricted Subsidiary); and (G) to pay customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of any Parent Company (or any Immediate Family Member of any of the foregoing) to the extent such salary, bonuses and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its subsidiaries, in each case, so long as such Parent Company applies the amount of any such Restricted Payment for such purpose; (ii) the Borrowers Borrower may pay (or may make Restricted Payments to allow any Parent Company toCompany) to repurchase, redeem redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Restricted Subsidiary of the Borrowerssubsidiary: (A) with cash Cash and Cash Equivalents (and including, to the extent constituting a Restricted Payment, amounts paid in respect of promissory notes issued to evidence any obligation to repurchase, redeem, retire or otherwise acquire or retire for value the Capital Stock of any Parent Company or any Restricted Subsidiary subsidiary held by any future, present or former employee, director, member of management, officer officer, manager or consultant (or any Affiliate or Immediate Family Member thereof) of any Parent Company, the Borrowers Borrower or any Subsidiary of the Borrowers); provided, that at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate subsidiary) in an amount of Restricted Payments made as of such date pursuant not to this Section 6.4(a)(ii)(A) shall not exceed $10,000,0005,000,000 in any Fiscal Year, which, if not used in such Fiscal Year, shall be carried forward to succeeding Fiscal Years; (B) with the proceeds of any sale or issuance of of, or any capital contribution in respect of, the Capital Stock of a the Borrower or any Parent Company (to the extent such proceeds are contributed in respect of Qualified Capital Stock to the relevant Borrower or any Restricted Subsidiary)) in each case, but only (1) other than any Net Proceeds received from the sale of Capital Stock to, or contributions from, the Borrower, any of its Restricted Subsidiaries or any Affiliated Practice, (2) to the extent such proceeds the relevant Net Proceeds have not otherwise been applied to make Investments, Restricted Payments or Restricted Debt Payments hereunderhereunder and (3) other than any Cure Amount, any Available Excluded Contribution Amount and/or any Contribution Indebtedness Amount; or (C) with the net proceeds of any key-man life insurance policies; (iii) [reserved]the Borrower may make Restricted Payments in an amount not to exceed (A) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (iii)(A) and/or (B) the portion, if any, of the Available Excluded Contribution Amount on such date that the Borrower elects to apply to this clause (iii)(B); (iv) the Borrowers Borrower may make Restricted Payments (i) to any Parent Company to enable such Parent Company to make cash Cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of such Parent Company and (ii) consisting of (A) payments made or expected to be made in respect of withholding or similar Taxes payable by any future, present or former officers, directors, employees, members of management, managers or consultants of the Borrower, any Restricted Subsidiary or any Parent Company or any of their respective Immediate Family Members and/or (B) repurchases of Capital Stock in consideration of the payments described in sub-clause subclause (A) above, including demand repurchases in connection with the exercise of stock options; (v) the Borrowers Borrower may make Restricted Payments to repurchase (or make Restricted Payments to any Parent Company to enable it to repurchase) Capital Stock upon the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exerciseStock; (vi) [reserved]the Borrower may make Restricted Payments, the proceeds of which are applied on the Closing Date solely to effect the consummation of the Transactions or pay Transaction Costs; (vii) each Restricted Subsidiary may make Restricted Payments with respect to any shares of any class of its Capital Stock; provided, that in the case of any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the share of the foregoing made or paid to the Borrower or any of the Restricted Subsidiaries is at least pro rata to the percentage of such class of Capital Stock in such Restricted Subsidiary that is not a Wholly-Owned Subsidiary owned by the Borrower and its other Restricted Subsidiaries; (viii) the Borrower may make Restricted Payments to (i) redeem, repurchase, retire or otherwise acquire any (A) Capital Stock (“Treasury Capital Stock”) of the Borrower and/or any Restricted Subsidiary or (B) Capital Stock of any Parent Company, in the case of each of subclauses (A) and (B), in exchange for, or out of the proceeds of the substantially concurrent sale (other than to the Borrower and/or any Restricted Subsidiary) of, Qualified Capital Stock of the Borrower or any Parent Company to the extent any such proceeds are contributed to the capital of the Borrower and/or any Restricted Subsidiary in respect of Qualified Capital Stock (“Refunding Capital Stock”) and (ii) declare and pay dividends on any Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than to the Borrower or a Restricted Subsidiary) of any Refunding Capital Stock; (ix) to the extent constituting a Restricted Payment, the Borrowers Borrower may consummate any transaction permitted by Section 6.6 6.06 (other than Sections 6.6(i6.06(j) and (st)), Section 6.7 6.07 (other than Section 6.7(g6.07(g)) and Section 6.8 6.09 (other than Section 6.8(dSections 6.09(a), (d), (j) and (o)); (viiix) other the Borrower may make Restricted PaymentsPayments in an aggregate amount, together with the aggregate amount of payments made pursuant to Section 6.04(b)(iv), not to exceed the RP/RDP Shared Cap; provided that Restricted Payments permitted under this clause (Ax) may solely be made (directly or indirectly) to, and received by, Parent and shall not be further distributed to any equityholder of Parent, (xi) the Borrower may make Restricted Payments so long as (i) no Event of Default exists at the time of the declaration of such Restricted Payment and (ii) the Total Net Leverage Ratio, calculated on a Pro Forma Basis, would not exceed 4.00:1.00; (xii) the Borrower may make Restricted Payments the proceeds of which are applied, directly or indirectly, to repay or redeem the Series A Preferred Shares, so long as (i) the Total Net Leverage Ratio, calculated on a Pro Forma Basis as of the most recently completed Test Period does not exceed 4.00:1.00 and (ii) no Event of Default has occurred and is continuing or would result therefrom and (B) at the time any such Restricted Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Payments made as of such date pursuant to this Section 6.4(a)(viii) shall not exceed $10,000,000continuing; and (ix) any other Restricted Payment subject to compliance with the Payment Conditions. (b) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, make any payment in cash on or in respect of principal of or interest on any (x) Junior Lien Indebtedness, (y) Junior Indebtedness and (z) unsecured Indebtedness permitted hereunder (the Indebtedness described in clauses (x) through (z), the “Restricted Debt”), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any Restricted Debt prior to the scheduled maturity (collectively, “Restricted Debt Payments”), except: (i) any purchase, defeasance, redemption, repurchase, repayment or other acquisition or retirement thereof made by exchange for, or out of the proceeds of, Refinancing Indebtedness permitted to be incurred pursuant to Section 6.1(m); (ii) payments of regularly scheduled interest and payments of fees, expenses and indemnification obligations as and when due (other than payments with respect to Junior Indebtedness that are prohibited by the subordination provisions thereof); (iii) (A) Restricted Debt Payments in exchange for, or with proceeds of any issuance of, Qualified Capital Stock of Holdings and/or any capital contribution in respect of Qualified Capital Stock of the Borrowers, but only to the extent such proceeds have not otherwise been applied to make Restricted Payments or Restricted Debt Payments hereunder, (B) Restricted Debt Payments as a result of the conversion of all or any portion of any Restricted Debt into Qualified Capital Stock of the Borrowers or any Parent Company and (C) to the extent constituting a Restricted Debt Payment, payment-in-kind interest with respect to any Restricted Debt that is permitted under Section 6.1; (iv) [intentionally omitted]; (v) [intentionally omitted]; (vi) other Restricted Debt Payments; provided that (A) no Event of Default has occurred and is continuing or would result therefrom, and (B) at the time any such Restricted Debt Payment is made and after giving pro forma effect thereto, the aggregate amount of Restricted Debt Payments made as of date pursuant to this clause (vi) shall not exceed $5,000,000; and (vii) any other Restricted Debt Payments subject to compliance with the Payment Conditions. (c) The Borrowers shall not, nor shall the Borrowers permit any Restricted Subsidiary to, except in connection with Refinancing Indebtedness permitted by Section 6.1, (i) optionally prepay, redeem, defease, purchase, or otherwise acquire any Second Lien Secured Notes Obligations unless the Payment Conditions are satisfied or (ii) make any mandatory prepayment on account of Indebtedness under the Second Lien Secured Notes Obligations other than those contemplated by the Second Lien Secured Notes Documents as in effect on the Closing Date.