Common use of Restricted Payments Clause in Contracts

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiary.

Restricted Payments. The Intermediate Holdings and the Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as except: (a) Intermediate Holdings and the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock; (b) Restricted Subsidiaries of the Borrower may declare and pay dividends ratably with respect to their Equity Interests; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (d) the Restricted Subsidiaries may make Restricted Payments to Intermediate Holdings to permit Intermediate Holdings to make any Restricted Payment otherwise permitted under this Section 6.07 at such time, so long as Intermediate Holdings promptly applies the amount of any such Restricted Payment for such purpose; (e) Intermediate Holdings may make Permitted Tax Payments when due; (f) Intermediate Holdings may make Permitted Equity Issuances; (g) (i) any Restricted Party may make Restricted Payments to any other Loan Party (other than to Intermediate Holdings), (ii) any Restricted Foreign Subsidiary may make Restricted Payments to any other Restricted Foreign Subsidiary and (iii) any Joint Venture may make Restricted Payments to each other owner of Equity Interests of such Joint Venture on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Restricted Subsidiary) based on their relative ownership interests; and (h) other Restricted Payments (including scheduled payments of cash interest when due (at the non-default rate) in respect of any Subordinated Indebtedness permitted to be incurred under Section 6.01(u) to the extent permitted by the applicable subordination agreement entered into between the Agent and the holder of such Indebtedness); provided, that, in each case, (i) no Event of Default has shall have occurred and is be continuing or would result therefrom, (aii) WPZ may make the Senior Leverage Ratio shall be at least 0.50:1.00 less than the then in effect Senior Leverage Multiple, both before and after giving pro forma effect to such Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement)Payment, (biii) each of NWP the Total Leverage Ratio shall be at least 0.50:1.00 less than the then in effect Total Leverage Multiple, both before and TGPL and their respective Subsidiaries may make after giving pro forma effect to such Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program Payment and (fiv) any Person may the Fixed Charge Coverage Ratio shall not be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal the then in effect Fixed Charge Coverage Multiple, both before and after giving pro forma effect to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryRestricted Payment.

Restricted Payments. The Borrower will not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, or permit any of the Restricted Subsidiaries so to do, except as long as no Event that (i) the Borrower or any of Default has occurred the Restricted Subsidiaries may declare and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) pay dividends with respect to any Quarter (as defined its equity securities payable solely in the Partnership Agreement)additional shares of such equity securities, (bii) each any of NWP and TGPL and their respective the Restricted Subsidiaries may make declare and pay dividends with respect to its equity securities to the Borrower or any of the other Restricted Payments to WPZ and its Subsidiaries, (ciii) WPZ the Borrower may make, and its Subsidiaries agree to make, payments on account of liabilities described in clause (vi) of the definition of “Indebtedness” contained herein and permitted by Section 7.1, (iv) the Borrower may make payments or other distributions to officers, directors or employees declare and pay dividends with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, its preferred equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of businesssecurities, (dv) WPZ may reimburse if at the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL time thereof and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an immediately after giving effect thereto no Default or Event of Default shall have occurred and is be continuing, no Subsidiary the Borrower may declare and pay, and agree to declare and pay, directly or indirectly, Restricted Payments in cash to its common shareholders, (vi) the Borrower or any of the Restricted Subsidiaries may make, and agree to make, payments on account of subordinated Indebtedness described in clause (iii) of the definition of “Restricted Payments” and permitted by the subordination terms applicable thereto and (vii) the Borrower shall be prohibited may repurchase common Equity Interests or common stock options from upstreaming dividends present or other payments to former officers, directors or employees (or heirs of, estates of or trusts formed such persons) of the Borrower or any Subsidiary upon the death, disability, retirement or termination of employment of such officer, director or employee or pursuant to the terms of any stock option plan or like agreement; provided, however, that the aggregate amount of payments under this clause (vii) shall not exceed $2,000,000 in any fiscal year of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiary.

Restricted Payments. The Such Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ such Borrower may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) declare and pay dividends with respect to any Quarter (as defined its Equity Interests payable solely in the Partnership Agreement)additional shares of its common stock, (b) each Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) such Borrower and its Restricted Subsidiaries may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for directors, management, employees or consultants of NWP such Borrower and TGPL and their respective Subsidiaries its Restricted Subsidiaries, (d) such Borrower may make Restricted Payments to WPZ LIC and its Subsidiaries, (c) WPZ subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LIC and its Subsidiaries may make payments or other distributions subsidiaries, provided that after giving pro forma effect to officerssuch Restricted Payment, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of no Default shall have occurred and is be continuing, no Subsidiary of and (e) such Borrower may make Restricted Payments to LIC and its subsidiaries to pay any taxes that are due and payable by such Borrower and its Restricted Subsidiaries to LIC or its subsidiaries in accordance with the tax liability allocation and indemnification agreement or arrangement between such Borrower and LIC. Notwithstanding the foregoing, such Borrower and its Restricted Subsidiaries shall be prohibited from upstreaming dividends or other payments permitted to declare and make and agree to pay and pay a Restricted Payment, provided that after giving pro forma effect to such Restricted Payment, (i) no Default shall have occurred and be continuing and (ii) the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower Consolidated Leverage Ratio shall be not less than an amount or equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made 3.50 to all owners of Equity Interests in such Subsidiary1.00.

Restricted Payments. The Borrower will not, and nor will not it permit any of its Subsidiaries Borrower Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayments except that, except as so long as (other than with respect to clauses (iv)(A), (B), (C), (D), (E) and (I) below) no Event of Default has occurred and is continuing or Unmatured Default then exists or would result therefrom, the following shall be permitted: (ai) WPZ the payment by the Borrower or any Borrower Subsidiary of dividends payable in its own Capital Stock (other than Disqualified Stock); (ii) the making of any Restricted Payment in exchange for, or out of the proceeds of, the substantially concurrent contribution of common equity capital to the Borrower; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (ii) of the definition of Basket Amount; (iii) repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants; (iv) the declaration and payment of dividends or distributions by the Borrower, or the making of loans by the Borrower, to its direct or indirect parent, in amounts required for either of their respective direct or indirect parent to actually pay the following: (A) franchise and excise taxes and other fees, taxes and expenses required to maintain their corporate existence; (B) foreign, federal, state and local income or franchise taxes, to the extent such income or franchise taxes are attributable to the income of the Borrower and the Borrower Subsidiaries; (C) general corporate expenses related to third party audit, insurance legal and similar administrative expenses of any direct or indirect parent of the Borrower, including customary expenses for a public holding company; (D) customary salary, bonus, contributions to pension and 401(k) plans, deferred compensation and other benefits payable to directors, officers and employees of any direct or indirect parent of the Borrower to the extent such amounts are attributable to the ownership or operation of the Borrower and the Borrower Subsidiaries (other than pursuant to clause (vii) of this Section 6.10); (E) indemnification obligations of any direct or indirect parent of the Borrower owing to directors, officers, employees or other Persons (including, without limitation, the Sponsors) under its charter or by-laws or pursuant to written agreements with such Person, or obligations in respect of director and officer insurance (including any premiums therefor); provided, however, that any indemnities owing to the Sponsors pursuant to the Equity Purchase Agreement shall only be permitted under this clause (E) to the extent such indemnities are as a result of third party claims relating to the Transactions; and provided, further, that no Restricted Payment may make be made pursuant to this clause (E) to the extent such Restricted Payments are covered by clause (v)(B) below; (F) fees and expenses incurred in connection with the Transactions; (G) amounts required to be paid by Holdco in connection with clause (iv) of Available Cash the definition of Permitted Holdco Indebtedness; (as defined H) cash payments in lieu of issuing fractional shares in connection with the Partnership Agreementexercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Borrower or any direct or indirect parent of the Borrower; and (I) amounts paid to Borrower by or withheld by Borrower from Borrower employees’ and officers’ compensation to the minimum extent necessary to settle Borrower employees’ and officers’ (1) federal, state and income tax liabilities (if any) related to restricted stock units and similar stock based awards under Holdco’s stock incentive plan or (2) option price payments owed by employees and officers with respect thereto, and Holdco shall apply such amounts to any Quarter (as defined in the Partnership Agreement)make required federal, (b) each of NWP state and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make income tax payments or other distributions to officers, directors or settle option price payments owed by Borrower employees and officers with respect thereto; (v) a Restricted Payment with respect to the exercise by any such Persons payment of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (fA) any Person may be permitted to make litigation expenses, judgments or settlement of any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event litigation of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends any direct or other payments to the Borrower or any Subsidiary indirect parent of the Borrower or making(B) indemnification obligations of any direct or indirect parent of the Borrower owing to directors, officers or employees under its charter or by-laws, in respect of a settlement to the case extent such payments represent indirect payment obligations of any Subsidiary the parent; provided, however, that is not wholly-owned after giving effect to each Restricted Payment under this clause (directly v) the Borrower would be in pro forma compliance with Sections 6.19.1 (or, prior to March 31, 2009, as if the ratio specified in such Section were at such time in effect and required to be no less than 1.50 to 1.0), 6.19.2 (or, prior to March 31, 2009, as if the Senior Secured Debt Ratio were at such time in effect and required to be no greater than 7.0 to 1.0) and 6.20; (vi) the defeasance, redemption, repurchase or indirectly) other acquisition or retirement of Subordinated Indebtedness of the Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of, new Indebtedness of the Borrower, dividends or payments, as the case may be, that is incurred in compliance with Section 6.11 so long as: (A) the principal amount (or accreted value, if applicable) of such new Indebtedness does not exceed the principal amount plus any accrued and unpaid interest on the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired for value, plus the amount of any premium required to be paid under the terms of the instrument governing the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired and any fees and expenses incurred in the issuance of such new Indebtedness; (B) such Indebtedness is subordinated to the Obligations at least to the same extent as such Subordinated Indebtedness so purchased, exchanged, redeemed, repurchased, acquired or retired for value; (C) such Indebtedness has a final scheduled maturity date equal to or later than the final scheduled maturity date of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; and (D) such Indebtedness has a Weighted Average Life to Maturity equal to or greater than the remaining Weighted Average Life to Maturity of the Subordinated Indebtedness being so redeemed, repurchased, acquired or retired; (vii) a Restricted Payment to pay for the repurchase, retirement or other owners acquisition or retirement for value of Equity Interests in such SubsidiaryCapital Stock of the Borrower or any direct or indirect parent of the Borrower held by any current or former employee, director, manager or consultant of the Borrower, any Borrower Subsidiary or any direct or indirect parent of the Borrower (or their respective estates, heirs, beneficiaries, transferees, spouses or former spouses) pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or similar agreement; and provided, further, that, that the aggregate amount of Restricted Payments made pursuant to this clause (vii) in any dividends or payments by any four-fiscal quarter period shall not exceed $5,000,000 as of the last day of such Subsidiary that is not whollyfour-owned fiscal quarter period; (directly or indirectlyviii) a Restricted Payment by the Borrower to or the Borrower shall be not less than an Subsidiaries which together with (A) the aggregate amount equal to of all other Restricted Payments made by the Borrower and the Borrower Subsidiaries after the date hereof (excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (v)(A), (vi), (vii), (x) WPZ’s direct or indirect percentage ownership and (xi) of Equity Interests in such Subsidiary times this Section 6.10), (yB) the aggregate amount of all Investments made by the Borrower and the Borrower Subsidiaries pursuant to Section 6.14(xiv) after the date hereof and (C) the aggregate amount of all payments of Second Lien Indebtedness made pursuant to Section 6.17(ii)(C) after the date hereof, is less than the Basket Amount at such time; (ix) other Restricted Payments which, when aggregated with all other Restricted Payments made pursuant to this clause (ix) after the date hereof and all payments of Second Lien Indebtedness made pursuant to Section 6.17(ii)(D) after the date hereof, do not exceed $25,000,000; (x) the declaration and payment of dividends or distributions to holders of any class or series of preferred stock of any Borrower Subsidiary issued in accordance with Section 6.11; and (xi) so long as the Term B Balance is at such time no greater than $200,000,000, Restricted Payments which, when aggregated with all other Restricted Payments made pursuant to this clause (xi) after the date hereof, do not exceed the sum of (A) the lesser of (1) the aggregate Excess Specified Security Sale Proceeds received by the Borrower or a Borrower Subsidiary after February 29, 2008 minus $50,000,000 and payments made (2) $62,500,000 plus (B) 50% of the difference (if greater than zero) of (1) the aggregate Excess Specified Security Sale Proceeds received by the Borrower or a Borrower Subsidiary after February 29, 2008 minus (2) $112,500,000. Notwithstanding the foregoing, the making of any dividend or distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or distribution or giving of the redemption notice, as applicable, will not be prohibited if, at the date of declaration or notice such payment or redemption would have complied with the provisions of this Agreement. In addition, Holdco will not make any Restricted Payment in excess of the sum of (A) the aggregate amount of Restricted Payments received by Holdco from the Borrower in accordance with this Section 6.10 after the Effective Date, (B) the aggregate amount of capital contributions or proceeds from issuances of Capital Stock (valued in each case at fair market value at the time received in case of non-cash contributions) received by Holdco after the Effective Date and (C) the aggregate amount of interest or gains of Holdco on investments by Holdco of such Restricted Payments, contributions or proceeds permitted by the Passive Holding Company Condition; provided, however, that Holdco may also make Restricted Payments of the types permitted by the Borrower pursuant to all owners of Equity Interests in such SubsidiarySections 6.10(i), (ii) and (iii).

Restricted Payments. The Borrower will Parent shall not, and will shall not permit the Borrower or any of its Subsidiaries other Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except as however, that the Parent, the Borrower and the other Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default has occurred and is continuing or would result therefrom, : (a) WPZ the Borrower may declare or make Restricted Payments cash distributions to the Parent and other holders of Available Cash (as defined partnership interests in the Partnership AgreementBorrower during the period of four consecutive fiscal quarters most recently ending to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Parent to remain in compliance with respect to any Quarter Section 7.13. or (as defined in the Partnership Agreement), ii) 95.0% of Funds From Operations; (b) each the Borrower may make cash distributions of NWP capital gains to the Parent and TGPL other holders of partnership interests in the Borrower to the extent necessary for the Parent to make, and their respective the Parent may make, cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) the Parent, the Borrower and any other Subsidiary may acquire the Equity Interests of a Subsidiary that is not a Wholly Owned Subsidiary; (d) a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; and (e) Subsidiaries may make Restricted Payments to WPZ and its Subsidiariesthe Parent, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary other Subsidiary. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare and make cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.13. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and shall not permit the Borrower or makingany other Subsidiary to, in the case of make any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, Restricted Payments to any Person other than to the other owners of Equity Interests in such Subsidiary; and providedParent, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such any other Subsidiary.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Event of Default has occurred and is continuing or would result therefrom, the following: (a) WPZ may make each Restricted Payments Subsidiary of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries a Loan Party may make Restricted Payments to WPZ the holder of its Equity Interests, provided that any such Restricted Payment to a Person that is not a Loan Party shall not exceed such Person’s ratable share of the Restricted Payments so made; (b) the Loan Parties and its Subsidiaries, (c) WPZ each Restricted Subsidiary may declare and its Subsidiaries may make dividend payments or other distributions payable solely in the common stock or other Equity Interests of such Person, other than Disqualified Stock; (c) if and for so long as the Lead Borrower is a member of a group filing a consolidated or combined Tax return with any parent entity, Lead Borrower may pay to officers, directors any parent entity amounts to fund any income Taxes for which such parent entity is liable up to an amount not to exceed the amount of any such Taxes that the Borrower and its Subsidiaries would have been required to pay on a separate company basis or employees on a consolidated basis (provided that payments with respect to any Taxes attributable to any Unrestricted Subsidiary for any taxable period shall be limited to the exercise amount actually paid with respect to such period by any such Persons Unrestricted Subsidiary to the Lead Borrower or its Restricted Subsidiaries for the purposes of options, warrants paying such consolidated or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, combined income Taxes); (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Lead Borrower or any Restricted Subsidiary of may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the Borrower repurchase, retirement or making, in the case of any Subsidiary that is not wholly-owned (directly other acquisition or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners retirement for value of Equity Interests in such of it or any direct or indirect parent thereof held by any future, present or former employee, director, manager, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of the Lead Borrower (or any direct or indirect parent of the Lead Borrower) or any of its Subsidiaries pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, manager, officer or consultant of the Lead Borrower or any Subsidiary; and providedprovided that such payments do not exceed $2,000,000 in any calendar year, furtherprovided that any unused portion of the preceding basket for any calendar year may be carried forward to succeeding calendar years, thatso long as the aggregate amount of all Restricted Payments made pursuant to this Section 7.06(d) in any calendar year (after giving effect to such carry forward) shall not exceed $5,000,000; provided further that cancellation of Indebtedness owing to the Lead Borrower (or any direct or indirect parent thereof) or any of its Subsidiaries from members of management of the Lead Borrower, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by of the Borrower to the Borrower shall be not less than an amount equal to (x) WPZLead Borrower’s direct or indirect percentage ownership parent companies or any of the Lead Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests in such Subsidiary times of any of the Lead Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (ye) the amount redemption, repurchase, retirement or other acquisition of all such dividends and payments made any Equity Interests of the Lead Borrower in exchange for, or out of the proceeds of the substantially concurrent issuance or sale (other than to all owners a Restricted Subsidiary or to an employee stock ownership plan) of Equity Interests of the Lead Borrower (other than Disqualified Stock); (f) repurchases of Equity Interests deemed to occur (i) upon exercise of stock options, stock appreciation rights or warrants if such Equity Interests represent a portion of the exercise price of such options, stock appreciation rights or warrants or (ii) for purposes of satisfying any required tax withholding obligation upon the exercise or vesting of a grant or award that was granted or awarded to an employee or director; (g) the repurchase, redemption or other acquisition for value of Equity Interests of the Lead Borrower deemed to occur in connection with paying cash in lieu of fractional shares of such SubsidiaryEquity Interests in connection with a share dividend, distribution, share split, reverse share split, merger, consolidation, amalgamation or other business combination of the Lead Borrower or its Subsidiaries, in each case, permitted under this Agreement; (h) so long as clauses (a) and (b)(x)(i) of the Payment Conditions are satisfied, other Restricted Payments, in cash or in kind, not to exceed $25,000,000 in the aggregate (minus any amounts used for prepayments of Permitted Indebtedness under Section 7.07(b)(y)); and (i) if the Payment Conditions are satisfied, the Lead Borrower may make other Restricted Payments, including, without limitation, (i) the purchase, redemption or otherwise acquisition of Equity Interests issued by it and (ii) declaration of dividends to its stockholders in cash or in kind.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries Subsidiary to, declare or makepay any dividend (other than dividends payable solely in common or ordinary Capital Stock of the Person making such dividend) on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Group Member (any such payment, a “Restricted Payment”), except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ the Borrower may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in form of common membership interests of the Partnership Agreement), Borrower; (b) the Borrower or any Subsidiary may redeem, acquire or retire for value or may repurchase (or may make loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, or any executive or employee savings or compensation plans, or, in each of NWP and TGPL and case to the extent applicable, their respective Subsidiaries estates, spouses, former spouses or family members or other permitted transferees; (c) any Subsidiary (including an Excluded Subsidiary) may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments direct parent or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Wholly Owned Subsidiary Guarantor; (d) the Borrower may make Restricted Payments to any member of the Borrower or making, in the case of to enable such Person to pay any Subsidiary taxes that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; would be due and provided, further, that, any dividends or payments payable by any such Subsidiary Person that is not wholly-owned (are directly or indirectly) by attributable to such Person’s ownership interest in the Borrower as permitted in Section 4.4(b) of the Borrower’s LLC Agreement, as in effect on the date hereof; and (e) any JV Subsidiary may make Restricted Payments required or permitted to be made pursuant to the terms of the joint venture arrangements of holders of its Capital Stock provided that, the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership and its Subsidiaries have received their pro rata portion of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryRestricted Payments.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as that, so long as no Default or Event of Default has shall have occurred and is be continuing prior to or immediately after giving effect to any action described below or would result therefrom, : (a) WPZ may make Restricted Payments each Subsidiary of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Parent may make Restricted Payments to WPZ any other Subsidiary or to Parent; (b) the Parent and its Subsidiaries, (c) WPZ each Subsidiary thereof may declare and its Subsidiaries may make dividend payments or other distributions to officers, directors or employees with respect to payable solely in the exercise by any such Persons of options, warrants common stock or other rights to acquire common Equity Interests of such Person; (c) the Parent may pay cash dividends, payments and distributions in WPZ or such Subsidiary issued pursuant an amount sufficient to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary allow Holdings and Intermediate Holdco to pay expenses (other than taxes) incurred in the ordinary course of business, provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings and the Intermediate Holdco solely relating or allocable to its Equity Interests in the Parent; (d) WPZ the Parent may reimburse pay cash dividends, payments and distributions in an amount sufficient to cover reasonable and necessary expenses (including professional fees and expenses) (other than taxes) incurred by Holdings in connection with (i) registration, public offerings and exchange listing of equity or debt securities and maintenance of the General Partner for same, (ii) reporting obligations under, or in connection with compliance with, applicable laws or applicable rules of any governmental, regulatory or self-regulatory body or stock exchange, this Agreement, the Notes Indenture or any other agreement or instrument relating to Indebtedness of any Loan Party or any of their Subsidiaries, and (iii) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), provided that, if Holdings or Intermediate Holdco shall own any material assets (other than the Equity Interests of Intermediate Holdco or the Parent or other assets relating to the Equity Interests of such Intermediate Holdco or the Parent), such cash dividends, payments and distributions made by the Parent with respect to Holdings and such Intermediate Holdco shall be limited to the reasonable and proportional share, as determined by the Parent in its reasonable discretion, of such expenses incurred by Holdings solely relating or allocable to its Equity Interests in the Parent; (e) the Parent may pay, without duplication, cash dividends, payments and distributions (A) pursuant to the Partnership Agreement, Tax Sharing Agreement and (eB) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and pay or permit Holdings or Intermediate Holdco to pay any Related Taxes; and (f) the Parent may pay cash dividends, payments and distributions to Intermediate Holdco for distribution to Holdings, to enable the Holdings to pay cash dividends and repurchase its Equity Interests (i) in an aggregate amount not to exceed $30,000,000 in any Person may be permitted Fiscal Year as long as, after giving pro forma effect to make any Restricted Payment required to effectuate a MLP Combination; providedsuch dividend, that even if an payment and distribution, no Event of Default shall have occurred then exists or would arise as a result thereof, and is continuing(ii) without limitation as to amount if after giving pro forma effect to such distribution, no Subsidiary of payment or dividend, the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryPayment Conditions are satisfied.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as that, in each case (except Section 8.06(a)) so long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no be continuing (both before and after the making of such Restricted Payment): (a) each Restricted Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments may make Restricted Payments to the Borrower or any Subsidiary of the Borrower or makingand to wholly-owned Restricted Subsidiaries (and, in the case of any Subsidiary that is not a Restricted Payment by a non-wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may beRestricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owners owner of capital stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests in of such Subsidiary; Person; (c) to the extent available after making any prepayment required by Section 2.06(d), and providedsubject to the making of each such prepayment, furtherthe Borrower and each Subsidiary may purchase, thatredeem or otherwise acquire shares of, any or pay dividends or payments by make distributions with respect to, its common stock or other common Equity Interests or warrants or options to acquire any such Subsidiary that is not wholly-owned shares with the proceeds received from the issue of new shares of its common stock or other common Equity Interests; (directly or indirectlyd) by the Borrower to may make the Dividend Distribution; (e) the Borrower shall be not less than an amount equal permitted to make Restricted Payments to Xxxxxxx Water Products to the extent necessary to enable Xxxxxxx Water Products to (xi) WPZ’s direct pay taxes and make payments to New Holdco sufficient to permit Xxxxxxx Water Products or indirect percentage ownership New Holdco, as applicable, to pay any U.S. Taxes which are due and payable in respect of Equity Interests taxable income of the Borrower and its Subsidiaries that is allocable to it for U.S. tax purposes (including, in such Subsidiary times the case of New Holdco, any amounts that are payable to Xxxxxx pursuant to the Tax Sharing Agreement); and (yii) make regularly scheduled payments when due of interest and principal on the Xxxxxxx Water Products Notes, the Put Backstop Facility of Xxxxxxx Water Products and any Permitted Xxxxxxx Water Products Debt; and (f) the Borrower may declare and pay cash dividends to its stockholders in an aggregate amount of in any fiscal year not to exceed $7,500,000 or $15,000,000 in the aggregate when taken together with all such other cash dividends and payments made pursuant to all owners of Equity Interests in such Subsidiarythis clause (f) after the Closing Date.

Restricted Payments. The Borrower will Trust shall not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except as however, that the Trust and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default has occurred and is continuing or would result therefrom, : (a) WPZ the Operating Partnership may make Restricted Payments cash distributions to the Trust and other holders of Available Cash (as defined partnership interests in the Operating Partnership Agreement) with respect to any Quarter fiscal year ending during the term of this Agreement to the extent necessary for the Trust to make, and the Trust may so make, cash distributions to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Trust to maintain its status as defined in the Partnership Agreement), a REIT or (ii) 95.0% of Funds From Operations calculated on a trailing twelve (12) month basis; (b) each of NWP and TGPL and their respective Subsidiaries the Trust may make Restricted Payments cash distributions to WPZ its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and its Subsidiaries, 4981 of the Internal Revenue Code; (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary may acquire the Equity Interests of a Subsidiary that is not a Wholly Owned Subsidiary; (d) any Subsidiary (other than the Operating Partnership) that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Trust or any other Subsidiary; and (f) An Operating Partnership or the Trust, as applicable, may exchange Equity Interests in such Operating Partnership for Equity Interests in the Trust. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Operating Partnership may only make cash distributions to the Trust and other holders of partnership interests in the Operating Partnership, and the Trust may distribute to its shareholders such cash distributions received from the Operating Partnership, during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Trust to maintain its status as a REIT. If a Default or Event of Default specified in Section 10.1(a), Section 10.1(b), Section 10.1(f) or Section 10.1(g) shall exist, or if as a result of the Borrower occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2(a), the Trust shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person other than to the Trust or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarya Loan Party.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except except: (a) each Restricted Subsidiary may make Restricted Payments to the Parent Borrower, and other Restricted Subsidiaries of the Parent Borrower (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Parent Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (b) the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; (c) Restricted Payments made (i) on the Closing Date to consummate the Transactions, (ii) in respect of working capital adjustments or purchase price adjustments pursuant to the Merger Agreement, (iii) in order to satisfy indemnity and other similar obligations under the Merger Agreement and (iv) to holders of Equity Interests of Parent Borrower (immediately prior to giving effect to the Transactions) in connection with, or as long as a result of, their exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential) with respect thereto, in each case, with respect to the Transactions; (d) to the extent constituting Restricted Payments, the Parent Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than 7.02(e) and (m)), 7.04 or 7.08 (other than Section 7.08(f) or 7.08(l)); (e) repurchases of Equity Interests in the Parent Borrower or any Restricted Subsidiary of the Parent Borrower deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (f) the Parent Borrower and each Restricted Subsidiary may (i) pay (or make Restricted Payments to allow Holdings or any other direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of such Restricted Subsidiary (or of the Parent Borrower or any other such direct or indirect parent thereof) held by any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of such Restricted Subsidiary (or the Parent Borrower or any other direct or indirect parent thereof) or any of its Subsidiaries or (ii) make Restricted Payments in the form of distributions to allow Holdings or any direct or indirect parent of Holdings to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of such Restricted Subsidiary (or the Parent Borrower or any other direct or indirect parent thereof) in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests held by such Persons, in each case, upon the death, disability, retirement or termination of employment of any such Person or pursuant to any employee, manager or director equity plan, employee, manager or director stock option plan or any other employee, manager or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of such Restricted Subsidiary (or the Parent Borrower or any other direct or indirect parent thereof) or any of its Restricted Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (f) together with the aggregate amount of loans and advances to Holdings made pursuant to Section 7.02(m) in lieu of Restricted Payments permitted by this clause (f) shall not exceed $15,000,000 in any calendar year (which shall increase to $25,000,000 subsequent to the consummation of a Qualified IPO) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the following proviso) of $30,000,000 in any calendar year (which shall increase to $50,000,000 subsequent to the consummation of a Qualified IPO)); provided further that such amount in any calendar year may further be increased by an amount not to exceed: (A) amounts used to increase the Cumulative Credit pursuant to clauses (b) and (c) of the definition of “Cumulative Credit”; (B) the Net Proceeds of key man life insurance policies received by the Parent Borrower or its Restricted Subsidiaries less the amount of Restricted Payments previously made with the cash proceeds of such key man life insurance policies; and provided further that cancellation of Indebtedness owing to the Parent Borrower from members of management of the Parent Borrower, any of the Parent Borrower’s direct or indirect parent companies or any of the Parent Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Parent Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (g) the Parent Borrower may make Restricted Payments in an aggregate amount not to exceed, when combined with prepayment of Indebtedness pursuant to Section 7.13(a)(iv), (x) $100,000,000, plus (y) if (A) the Total Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 6.00 to 1.00 and (B) the Secured Leverage Ratio calculated on a Pro Forma Basis is less than or equal to 4.00 to 1.00, the Cumulative Credit at such time; provided, that with respect to any Restricted Payment made pursuant to clause (y) above, no Event of Default has occurred and is continuing or would result therefrom, ; (ah) WPZ the Parent Borrower may make Restricted Payments to any direct or indirect parent of Available Cash the Parent Borrower: (as defined i) to pay its operating costs and expenses incurred in the Partnership Agreementordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Parent Borrower and its Restricted Subsidiaries, Transaction Expenses and any reasonable and customary indemnification claims made by directors or officers of such parent attributable to the ownership or operations of the Parent Borrower and its Restricted Subsidiaries; (ii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) franchise taxes and other fees, taxes and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; (iii) for any taxable period in which the Parent Borrower and/or any of its Subsidiaries is a member of a consolidated, combined or similar income tax group of which a direct or indirect parent of Parent Borrower is the common parent (a “Tax Group”), to pay federal, foreign, state and local income taxes of such Tax Group that are attributable to the taxable income of the Parent Borrower and/or its Subsidiaries; provided that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Parent Borrower and its Subsidiaries would have been required to pay as a stand-alone Tax Group; provided further that the permitted payment pursuant to this clause (iii) with respect to any Quarter Taxes of any Unrestricted Subsidiary for any taxable period shall be limited to the amount actually paid with respect to such period by such Unrestricted Subsidiary to the Parent Borrower or its Restricted Subsidiaries for the purposes of paying such consolidated, combined or similar income Taxes; (as defined iv) to finance any Investment that would be permitted to be made pursuant to Section 7.02 and Section 7.08 if such parent were subject to such sections; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Parent Borrower or the Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Partnership AgreementPerson formed or acquired into the Parent Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 6.11; (v) the proceeds of which (A) shall be used to pay customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent company of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Parent Borrower and the Restricted Subsidiaries or (B) shall be used to make payments permitted under Sections 7.08 (e), (bi), (k) each and (p) (but only to the extent such payments have not been and are not expected to be made by the Parent Borrower or a Restricted Subsidiary); and (vi) the proceeds of NWP and TGPL and their respective Subsidiaries may which shall be used by Holdings to pay (or to make Restricted Payments to WPZ allow any direct or indirect parent thereof to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by Holdings (or any direct or indirect parent thereof) that is directly attributable to the operations of the Parent Borrower and its Restricted Subsidiaries; (i) payments made or expected to be made by Holdings, (c) WPZ and its the Parent Borrower or any of the Restricted Subsidiaries may make payments in respect of withholding or other distributions to officers, directors similar Taxes payable by or employees with respect to the exercise by any such Persons future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or foregoing) and any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners repurchases of Equity Interests in consideration of such Subsidiary; and providedpayments including deemed repurchases in connection with the exercise of stock options; (j) after a Qualified IPO, further, that, (i) any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) Restricted Payment by the Parent Borrower or any other direct or indirect parent of the Parent Borrower to the Borrower shall be pay listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) additional Restricted Payments in an aggregate amount per annum not less than to exceed an amount equal to 6% the net proceeds received by (xor contributed to) WPZ’s direct the Parent Borrower and its Restricted Subsidiaries from such Qualified IPO; (k) Holdings, the Parent Borrower or indirect percentage ownership any of the Restricted Subsidiaries may pay cash in lieu of fractional Equity Interests in such Subsidiary times connection with any dividend, split or combination thereof or any Permitted Acquisition; and (yl) Restricted Payments in the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryany Excluded Contribution.

Restricted Payments. The Borrower will not, and will not permit any (a) Unless each of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except the following conditions has been satisfied: (1) all unpaid Deferred Interest on the LoTSSM has been paid in full as long as of the most recent Interest Payment Date; (2) no Event of Default has occurred and is continuing or would result therefromcontinuing; and (3) the Parent Guarantor is not in default of its obligations under the Guarantee; then, subject to Section 5.2(b), (ai) WPZ may the Company and the Parent Guarantor will not declare or make Restricted Payments any distributions with respect to, or redeem, purchase, or make a liquidation payment with respect to, any of Available Cash their respective equity securities and (as defined in ii) the Partnership AgreementCompany and the Parent Guarantor will not, and will cause their respective Subsidiaries not to (A) make any payment of interest, principal, or premium, if any, on or repay, repurchase, or redeem any of the Company’s debt securities (including securities similar to LoTSSM) that contractually rank equally with or junior to the LoTSSM or (B) make any guarantee payments with respect to any Quarter the securities described in clause (as defined in the Partnership Agreementii)(A) of this subsection (a), . (b) each Notwithstanding the provisions of NWP Section 5.2(a), the Company, the Parent Guarantor and TGPL and any of their respective Subsidiaries may take any of the following actions at any time, including during an Optional Deferral Period: (i) make Restricted Payments any distribution, redemption, liquidation, interest, principal, or guarantee payment in the form of their respective equity securities; (ii) make any regularly scheduled distribution payments declared prior to WPZ the occurrence of the relevant event described in paragraphs (1) through (3) of Section 5.2(a) or the commencement of such Optional Deferral Period; (iii) make any repurchases, redemptions, or other acquisitions of their respective equity securities in connection with any employee benefit plans or any other contractual obligation entered into prior to the occurrence of the relevant event described in paragraphs (1) through (3) of Section 5.2(a) or the commencement of such Optional Deferral Period; (iv) make payments under (1) the LoTSSM and its Subsidiariessecurities similar to the LoTSSM that are pari passu with the LoTSSM and (2) the Guarantee and similar guarantees associated with any instruments that are pari passu with the LoTSSM, in each case, so long as any such payments are made on a pro rata basis with the LoTSSM and the Guarantee, respectively; (v) make payments or distributions in connection with a reclassification of their respective equity securities, provided, however, that such reclassification does not result in the issuance of securities senior to the LoTSSM; and (vi) purchase fractional interests of their respective equity securities in connection with any split, reclassification, or similar transaction. (c) WPZ and its Subsidiaries may make payments For the avoidance of doubt, nothing contained herein shall prevent the Company or the Parent Guarantor from issuing any other distributions to officerssecurities, directors whether senior to, pari passu with or employees with respect subordinated to the exercise by any such Persons of optionsLoTSSM, warrants including securities having covenants and provisions the same as or other rights similar to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant those applicable to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryLoTSSM.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay (a) Declare or make, directly or indirectly, any Restricted Payment, except or incur any obligation (contingent or otherwise) to do so unless at the time of and after giving effect thereto on a Pro Forma Basis, (i) the Consolidated Leverage Ratio as long as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed 1.75x and (ii) no Event of Default has occurred and is continuing. (b) Notwithstanding the foregoing (and provided that in the case of clauses (iv), (vi), (viii) and (xi), no Default shall have occurred and be continuing at the time of any action described in such clause or would result therefrom, ): (a) WPZ each Subsidiary may make Restricted Payments of Available Cash (as defined in to the Partnership Agreement) with respect to Borrower or any Quarter (as defined in the Partnership Agreement)other Loan Party, (b) each any Subsidiary of NWP the Borrower that is not a Guarantor may make Restricted Payments to any other Subsidiary of the Borrower that is not a Guarantor and TGPL (c) any non wholly-owned Subsidiary of the Borrower may make Restricted Payments to the Borrower or any other Subsidiary and to any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests (including options and warrants) of such Person; (iii) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.05(b)(iii), the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (iv) the Borrower may make any delivery or payment in connection with, or as part of, the termination or settlement of a Warrant Transaction; (v) the Borrower, Acquisition Sub and LifeCell may (x) pay the cash consideration required to consummate the Merger and (y) make cash payments in respect of dissenter’s rights pursuant to the laws of the State of Delaware; (vi) the Borrower may (x) pay interest on, (y) deliver its common stock upon conversion of and (z) so long as the Liquidity Measure, determined both before and immediately after giving effect to such payment, is not less than $150,000,000, make cash payments in respect of the conversion or mandatory repurchase or redemption of the Convertible Senior Notes, in each case in accordance with the terms of the Convertible Senior Notes Indenture as in effect on the date hereof; (vii) the Borrower may make a mandatory repurchase or redemption of the Convertible Senior Notes in accordance with the terms of the Convertible Senior Notes Indenture as in effect on the date hereof with the proceeds of a substantially simultaneous issuance of Equity Interests (other than Disqualified Equity Interests) of the Borrower; (viii) the repurchase of issued and outstanding Equity Interests of the Borrower if, at the time of and after giving effect thereto on a Pro Forma Basis, the Consolidated Leverage Ratio as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 6.01 does not exceed 1.75x; provided, that if the Consolidated Leverage Ratio, determined after giving effect thereto on a Pro Forma Basis, would exceed 1.75x (for purposes of this clause (viii), such event, an “Excess Leverage Ratio Event”), the Borrower shall be permitted, so long as the Borrower and its Subsidiaries are in compliance on a Pro Forma Basis with all of the covenants set forth in Section 7.10, to repurchase its Equity Interests in an aggregate purchase price amount for all such repurchases from and after the occurrence of such Excess Leverage Ratio Event not to exceed $100,000,000 until such time as the Leverage Ratio has been restored to less than or equal to 1.75x; (ix) the Borrower may make repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (x) the Borrower and its Subsidiaries may purchase their Equity Interests from any of their current or former officers, directors, employees, managers or consultants upon the death, disability, resignation, retirement or termination of employment of such officers, directors, employees, managers or consultants pursuant to any direct or equity plan, employee or direct or stock option plan or any other employee or director incentive plan, in an aggregate amount not to exceed $5,000,000 in any fiscal year; and (xi) the Borrower and its Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, not otherwise permitted by one of the foregoing clauses (ci) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect through (x) of this paragraph (b) to the exercise extent that the aggregate amount of all such Restricted Payments permitted by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, clauses (div) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, above and this clause (exi) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and does not exceed (fA) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned Restricted Payments made after the Closing Date and on or before December 31, 2008, $25,000,000 and (directly or indirectlyB) by the Borrower, dividends or payments, as in the case may beof Restricted Payments made thereafter, to the other owners Available Amount at the time of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryRestricted Payment.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except as that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom: (a) Borrower and any of its Subsidiaries may make Restricted Payments permitted pursuant to Section 6.6(a); (i) each Subsidiary of a Loan Party may make Restricted Payments (other than in respect of Subordinated Indebtedness) to any Loan Party (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis), and (ii) each Subsidiary that is not a Loan Party may make Restricted Payments to any Subsidiary, (c) Borrower and any of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Qualified Equity Interests of such Person, (d) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Borrower held by such Persons, provided, that the aggregate amount of such distributions made by Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (n) of the definition of Permitted Indebtedness, does not exceed $5,000,000 in the aggregate, (e) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower, (f) Borrower may declare and pay dividends in accordance with Borrower’s historical dividend policy in an aggregate amount not to exceed $20,000,000 in any Fiscal Year, (g) Without limiting and in addition to the exceptions permitted in clauses (a) through (f) above and clause (h) below, Borrower may make Restricted Payments so long as (i) at the time of such Restricted Payment, no Event of Default has occurred and is continuing or would result therefrom, therefrom and (aii) WPZ may make Restricted Payments Borrower demonstrates (x) that the Consolidated Leverage Ratio is not greater than 2.75 to 1.00 and (y) that the aggregate amount of Available all cash and Cash (as defined in the Partnership Agreement) with respect Equivalents of Borrower and its Subsidiaries that are unrestricted and not subject to any Quarter Lien (as defined other than a Lien in favor of Agent or any Permitted Lien) plus availability under the Partnership Agreement)Revolving Credit Facility is greater than $25,000,000, (b) in each of NWP clauses (x) and TGPL (y) calculated on a pro forma basis after giving effect to such Restricted Payment and their respective Subsidiaries may make Restricted Payments any Indebtedness incurred in connection therewith, and (h) To the extent not otherwise permitted pursuant to WPZ and its Subsidiariesthis Section 6.7, (c) WPZ Borrower and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to additional Restricted Payments in an aggregate amount not exceeding $25,000,000 during the exercise by any such Persons term of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership this Agreement, (e) TGPL so long as Borrower demonstrates that they are in compliance with the financial covenants set forth in Section 7, calculated on a pro forma basis after giving effect to such Restricted Payment and NWP and their Subsidiaries may distribute cash to WPZ any Indebtedness incurred in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarytherewith.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as that the following shall be permitted: (a) each Subsidiary of the Borrower may (i) declare and make Restricted Payments to the Borrower and the Guarantors (other than the REIT), and (ii) declare and make Restricted Payments ratably to the holders of such Subsidiary’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made so long as no the Borrower (directly or through other Subsidiaries of the Borrower) receives its proportionate share thereof; (b) the REIT and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person or its direct or indirect parent (and, to the extent constituting a dividend or distribution under applicable Laws, the issuance of common or preferred Equity Interests in connection with the conversion of any Indebtedness); (c) (i) the REIT and each Subsidiary thereof may purchase, redeem or otherwise acquire Equity Interests or warrants or options to obtain such Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its or its direct or indirect parent’s common stock or other common Equity Interests, (ii) the REIT and/or the Borrower may purchase, redeem or otherwise acquire limited partnership interests of the Borrower held by a limited partner thereof in exchange for Equity Interests of the REIT so long as, after giving effect to any such purchase, redemption or other acquisition, a Change of Control does not occur and (iii) the Borrower may redeem limited partnership interests of the Borrower held by a limited partner thereof for cash to the extent such a redemption is required by the Borrower Limited Partnership Agreement; provided, that the aggregate amount of cash paid for all such redemptions made pursuant to this clause (iii) shall not exceed $10,000,000; (d) the Borrower shall be permitted to declare and pay other Restricted Payments; provided, that, (i) if an Event of Default has under Section 8.01(a) shall have occurred and is be continuing or would result therefrom, (a) WPZ may the Borrower’s ability to declare and make cash Restricted Payments of Available Cash under this clause (as defined d) shall be limited to pro rata cash dividends on its Equity Interests and pro rata cash distributions with respect thereto in an amount that will result in the Partnership AgreementREIT receiving the minimum amount of funds required to be distributed to its equity holders in order for the REIT to maintain its status as a Real Estate Investment Trust for federal and state income tax purposes and avoid the payment of federal and state income taxes and excise taxes and (ii) the Borrower shall not be permitted to make cash Restricted Payments under this clause (d) following (1) the acceleration of the Obligations pursuant to Section 8.02 or (2) the occurrence of any Event of Default under Section 8.01(f) or (g) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments Borrower or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, REIT; and (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may the REIT shall be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends dividend or other payments distribute to the Borrower or holders of its Equity Interests any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) amounts received by the Borrower, dividends or payments, as the case may be, REIT pursuant to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiarySection 7.06(d).

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except that: (a) each Company Group Party may make Restricted Payments to the Borrower, or to any other Person that owns a direct Equity Interest in such Company Group Party, ratably according to their respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made; (b) the Borrower and each Company Group Party may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Company Group Party may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Borrower may declare and pay dividends in cash or Cash Equivalents to Holdings not to exceed an amount necessary to permit Holdings and Parent to pay (i) reasonable and customary corporate (including appropriate allocations of shared costs and expenses of the corporate group of the Equity Investor) and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, umbrella insurance costs, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business) and (ii) so long as the Borrower is properly treated as a disregarded entity and Holdings is properly treated as a partnership for U.S. federal and applicable state and local income tax purposes, distributions to Holdings which distributions shall be used by its equity holders to discharge the relevant U.S. federal, state and local income tax liabilities of such equity holders attributable to the Borrower; provided that the amount of any distribution pursuant to this clause (ii) shall not exceed the amount that the Borrower would be required to pay in respect of the relevant U.S. federal, state and local income taxes were it to pay such taxes as a stand alone corporate taxpayer, taking into account any net operating loss carryovers and other tax attributes arising from the Closing Date; provided, further, that any distribution pursuant to this clause (ii) shall be used to discharge the relevant tax liability of each such equity owner within 90 days of the distribution; (e) the Borrower and each Company Group Party may issue common Equity Interests to a Loan Party or, in the case of a Company Group Party, another Company Group Party, in each case that is its direct parent; (f) so long as no Event of Default has occurred and is continuing or would result therefromfrom such Restricted Payment, the Borrower may declare and pay dividends in cash or Cash Equivalents to Holdings from Available Cash that is not being used to support Other Permitted Guarantees as contemplated by clause (ab) WPZ of the definition thereof pursuant to Section 7.02(j)(iv) or 7.03(e); provided that immediately after giving effect to such dividend payment or other distribution, the Borrower shall be in pro forma compliance with all of the covenants set forth in Section 7.11; (g) the Borrower may declare and pay dividends in cash or Cash Equivalents to Holdings not to exceed an amount necessary to permit Holdings and Parent to pay franchise fees or similar taxes and fees required to maintain its corporate existence; (h) the Borrower may make Restricted Payments of Available Cash pursuant to the Exchange Agreement; (as defined in i) to the Partnership Agreement) with respect to any Quarter (as defined in extent constituting a Restricted Payment, the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Borrower may make Restricted Payments as required pursuant to WPZ the Management Services Agreement to (i) pay monitoring, consulting, management, transaction, advisory, termination or similar fees payable to the Equity Investor and its Subsidiariesindemnities, reimbursements and reasonable and documented out-of-pocket fees and expenses of the Equity Investor in connection therewith and (cii) WPZ reimburse the Equity Investor for costs and expenses of Holdings and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary incurred in the ordinary course of business, overhead costs and expenses and fees (dincluding administrative, legal, accounting, insurance, cash management, reporting and compliance and/or similar expenses provided by third parties as well as trustee, directors, managers and general partner fees) WPZ may reimburse which are paid by the General Partner for expenses pursuant to Equity Investor on behalf of Holdings or its applicable Subsidiary; and (i) the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may Borrower shall be permitted to make any Restricted Payment required payments of principal and interest under the Parent CSN Proceeds Loan so long as the proceeds thereof are directly used to effectuate a MLP Combination; providedmake corresponding payments of principal, that even if an Event interest and other amounts due and payable under the Convertible Senior Notes or (ii) the Borrower may declare and pay dividends to Holdings so as to enable Holdings to satisfy demands made against Holdings under the unsecured guarantee of Default shall have occurred and is continuing, no Subsidiary Holdings of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) Indebtedness represented by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryConvertible Senior Notes.

Restricted Payments. (a) The Borrower will not, shall not and will shall not permit any of its the Restricted Subsidiaries to, to declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Event of Default has occurred that: (i) the Borrower and is continuing each Restricted Subsidiary may declare and pay dividends or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined other distributions payable solely in the Partnership Agreement) with respect to any Quarter common partnership interests, common stock, or other common equity interests of the Borrower or such Restricted Subsidiary, provided that Borrower’s interest in such Restricted Subsidiary is not diminished thereby (as defined in the Partnership Agreementother than Disqualified Interests), ; (bii) each of NWP and TGPL and their respective Subsidiaries Subsidiary may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments and to the Borrower or any Subsidiary of the Borrower or makingwholly-owned Restricted Subsidiaries that are Guarantors (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any such Subsidiary and also to each other owner of capital stock or other Equity Interests of the payor Subsidy on a pro rata basis based on their relative ownership interests); (iii) the Borrower and each Restricted Subsidiary that is not wholly-owned a Guarantor may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common equity interests (directly other than Disqualified Interests); and (iv) the Borrower and each Restricted Subsidiary may declare and make Restricted Payments in addition to those listed above if, both before and after the declaration and the making thereof, all of the following conditions are satisfied: (A) The representations and warranties of the Borrower and the General Partner contained in Article V or indirectly) by any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on and as of the Borrowerdate of such Restricted Payment, dividends or payments, as the case may be, except to the other owners extent that such representations and warranties specifically refer to an earlier date, in which case they shall be true and correct in all material respects as of Equity Interests such earlier date, and except that for purposes of this Section 7.09, the representations and warranties contained in such Subsidiary; subsections (a) and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned 068800 000057 DALLAS 1872243.4 (directly or indirectlyb) by the Borrower of Section 5.05 shall be deemed to refer to the Borrower shall be not less than an amount equal most recent statements furnished pursuant to clauses (xa) WPZ’s direct or indirect percentage ownership and (b), respectively, of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiarySection 6.01.

Restricted Payments. The Borrower will Trust shall not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except as however, that the Trust and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default has occurred and is continuing or would result therefrom, : (a) WPZ the Operating Partnership may make Restricted Payments cash distributions to the Trust and other holders of Available Cash (as defined partnership interests in the Operating Partnership Agreement) with respect to any Quarter fiscal year ending during the term of this Agreement to the extent necessary for the Trust to make, and the Trust may so make, cash distributions to its shareholders in an aggregate amount not to exceed the greater of (i) the amount required to be distributed for the Trust to maintain its status as defined in the Partnership Agreement), a REIT or (ii) 90.0% of Funds From Operation; (b) each of NWP and TGPL and their respective Subsidiaries the Trust may make Restricted Payments cash distributions to WPZ its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and its Subsidiaries, 4981 of the Internal Revenue Code; (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary may acquire the Equity Interests of the Borrower or making, in the case of any a Subsidiary that is not wholly-owned a Wholly Owned Subsidiary; (directly or indirectlyd) by any Subsidiary (other than the Borrower, dividends or payments, as the case Operating Partnership) that is not a Wholly Owned Subsidiary may be, make cash distributions to the other owners holders of Equity Interests issued by such Subsidiary; (e) Subsidiaries may pay Restricted Payments to the Trust or any other Subsidiary; and (f) An Operating Partnership or the Trust, as applicable, may exchange Equity Interest in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Operating Partnership for Equity Interests in the Trust. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Operating Partnership may only make cash distributions to the Trust and other holders of partnership interests in the Operating Partnership, and the Trust may distribute to its shareholders such cash distributions received from the Operating Partnership, during any fiscal year in an aggregate amount not to exceed the minimum amount necessary for the Trust to maintain its status as a REIT. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Trust shall not, and shall not permit any Subsidiary times (y) to, make any Restricted Payments to any Person other than to the amount of all such dividends and payments made to all owners of Equity Interests in such Trust or any Subsidiary.

Restricted Payments. The Borrower will Parent shall not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except as however, that the Parent and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default has occurred and is continuing or would result therefrom, : (a) WPZ the Borrower may make Restricted Payments declare and pay cash dividends to the Parent and other holders of Available Cash (as defined partnership interests in the Partnership Agreement) Borrower with respect to any Quarter fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the greater of (as defined i) the amount required to be distributed for the Parent to remain in the Partnership Agreement), compliance with Section 7.13. or (ii) 95.0% of Funds From Operations; (b) each the Borrower may declare and pay cash distributions of NWP capital gains to the Parent and TGPL other holders of partnership interests in the Borrower to the extent necessary for the Parent to make, and their respective Subsidiaries the Parent may make Restricted Payments make, cash distributions to WPZ its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and its Subsidiaries, 4981 of the Internal Revenue Code; (c) WPZ and its Subsidiaries may make payments or other distributions to officersthe Parent, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary may acquire the Equity Interests of the Borrower or making, in the case of any a Subsidiary that is not wholly-owned a Wholly Owned Subsidiary; (directly or indirectlyd) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such a Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower a Wholly Owned Subsidiary may make cash distributions to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership holders of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in issued by such Subsidiary; and (e) Subsidiaries may pay Restricted Payments to the Parent, the Borrower or any other Subsidiary. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Borrower may only declare and make cash distributions to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.13. If a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and shall not permit any Subsidiary to, make any Restricted Payments to any Person other than to the Parent or any Subsidiary.

Restricted Payments. The Borrower Credit Parties will not, and nor will not they permit any of its Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, declare, order, make or set apart any sum for or pay any Restricted Payment; provided, except as that (a) the Company may make repurchases, redemptions or other acquisitions of its Equity Interests so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom, (aii) WPZ may make the Company will be in compliance with the financial covenants set forth in Section 5.9 on a Pro Forma Basis after giving effect to such Restricted Payments of Available Cash Payment and (as defined in iii) the Partnership Agreement) amount paid by the Company with respect to any Quarter (as defined in such repurchases, redemptions or other acquisitions during the Partnership Agreement)term of this Agreement shall not exceed an aggregate amount equal to $100,000,000, (b) each of NWP and TGPL and their respective Subsidiaries may the Company shall be permitted to make other Restricted Payments in an aggregate amount not to WPZ and its Subsidiariesexceed $20,000,000 in any 12-month period so long as no Default or Event of Default shall then exist or would exist after giving effect to such Restricted Payment, (c) WPZ the Company may declare and its Subsidiaries make dividend payments or other distributions payable solely in common Equity Interests of the Company, (d) the Company may make payments on, repurchases, redemptions or other acquisitions of its Equity Interests that are in the form of convertible Indebtedness of the Company as a result of the exercise of conversion rights by the holder thereof, (e) Subsidiaries of the Company may declare and make dividend payments or other distributions to officersthe Company or other Subsidiaries of the Company, directors (f) Subsidiaries of the Company that are not Guarantors may declare and make dividend payments or employees other distributions to the extent such dividend payments or other distributions are paid ratably to the holders of the Equity Interests thereof according to their respective Equity Interests and (g) Guarantors, the U.K. Borrower and U.K. Guarantors may declare and make dividend payments or other distributions to the extent such dividend payments or other distributions are paid ratably to the holders of the Equity Interests thereof according to their respective Equity Interests; provided, that, with respect to this clause (g), (i) the exercise by any Company shall be in compliance with the financial covenants set forth in Section 5.9 after giving effect to such Persons of options, warrants dividend payments or other rights to acquire Equity Interests in WPZ distributions on a Pro Forma Basis or (ii) such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends dividend payments or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) distributions are approved by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryAdministrative Agent.

Restricted Payments. The Borrower (a) Unless mandatorily required by applicable Requirements of Law, but subject to the exceptions set forth in this Section 8.5, the Parent will not, and will not permit any Subsidiary of its Subsidiaries it to, declare or makepay any dividends, or agree return any Equity Interest (including capital contributions for future capitalization), to pay its stockholders or makeauthorize or make any other distribution, payment or delivery of Property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for a consideration, any Restricted Payment, except as long as no Event shares of Default has occurred and is continuing any class of Equity Interest now or would result therefrom, hereafter outstanding (a) WPZ may make Restricted Payments of Available Cash (as defined in or any options or warrants issued by the Partnership Agreement) Parent or such Subsidiary with respect to any Quarter (as defined in the Partnership Agreementits Equity Interest), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by set aside any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner funds for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or foregoing purposes, except that any Subsidiary of the Parent shall be all times permitted to declare or pay any of the foregoing amounts to the Parent or any Wholly-Owned Subsidiary thereof or to any minority shareholder of such declaring or paying Subsidiary ratably in accordance with its outstanding shareholdings (other than upon the occurrence and continuation of an Event of Default, in which case such amounts may be declared and paid only if the Borrower (if such Subsidiary is a Subsidiary of the Borrower) or makingif the Parent (if such Subsidiary is not a Subsidiary of the Borrower) receives, within two Business Days of such payment, a cash amount corresponding to such declared amounts (other than the ratable portion thereof allocable to any such minority shareholder in accordance with its outstanding shareholdings, which amount may be paid to such minority shareholder)). (b) Notwithstanding the foregoing, the following Restricted Payments shall be permitted: (i) dividends and distributions declared and paid on the common Equity Interests of any the Parent or any Subsidiary thereof ratably to the holders of such common Equity Interests (including, in the case of any Subsidiary that is not whollynon-owned (directly or indirectlyWholly-Owned Subsidiaries, to any minority shareholders) and payable only in common Equity Interests of such Person and Restricted Payments by the BorrowerParent solely in the form of its Equity Equivalents; (ii) the redemption, dividends purchase or payments, as other acquisition or retirement for value by the case may be, to the other owners Parent of its common Equity Interests in (or Equity Equivalents with respect to its common Equity Interests) from any present or former employee, director or officer (or the assigns, estate, heirs or current or former spouses thereof) of any of the Parent or any of its Subsidiaries upon the death, disability or termination of employment of such Subsidiaryemployee, director or officer; and provided, furtherhowever, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such cash dividends shall not exceed $1,000,000 in any Fiscal Year of the Parent or $3,000,000 in the aggregate; and payments (iii) Restricted Payments by the Parent in cash consisting of dividends or distributions not permitted to be made by this Section 8.5 in an aggregate amount not to all owners exceed the sum of Equity Interests $3,000,000 and the Available Amount as of the applicable date of such Restricted Payment shall be permitted so long as (A) no Default shall have occurred and be continuing or shall occur as a result thereof, (B) after giving effect to such Restricted Payment on a Pro Forma Basis, the Parent shall be in such Subsidiarycompliance with Section 5.1 and the Consolidated Net Leverage Ratio for the most recently completed Test Period shall not be greater than 2.00 to 1:00 and (C) delivery by the Parent to Administrative Agent of a certificate of an Responsible Officer (on behalf of the Parent) demonstrating the calculation of the Available Amount and compliance with the immediately preceding clauses (A) and (B).

Restricted Payments. The Top Borrower will shall not, and will shall cause each Restricted Subsidiary not permit any of its Subsidiaries to, directly or indirectly, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Top Borrower and to wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Top Borrower and any Restricted Subsidiary and to each other owner of Capital Stock of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Top Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Capital Stock (other than Disqualified Capital Stock) of such Person; (c) the Top Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to acquire any such shares with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common equity interests; (d) the Top Borrower and its Restricted Subsidiaries may make Restricted Payments to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or, warrants or rights or upon the conversion or exchange of or into Capital Stock, or payments or distributions to dissenting stockholders pursuant to applicable law; (e) Restricted Payments in connection with transactions permitted by Section 7.04(e); (f) solely during the Leverage Test Period, the Top Borrower may declare, make and pay Restricted Payments so long as (i) the amount of such Restricted Payments to be made pursuant to this Section 7.06(f) does not exceed the Available Amount determined at the time such Restricted Payment is made and (ii) immediately before and after giving effect thereto, no Event of Default has occurred and is continuing; (g) solely during the Leverage Test Period, the Top Borrower may declare, make and pay Restricted Payments so long as immediately after giving effect thereto (i) no Event of Default has occurred and is continuing and (ii) on a Pro Forma Basis as of the last day of the most recently-ended Test Period the Total Net Leverage Ratio would not exceed 2.50 to 1.00; (h) [reserved]; (i) the Top Borrower may pay any dividend within 60 days after the date of the declaration thereof if at the date of such declaration or notice, the dividend would have complied with the provisions of this Section 7.06; (j) solely during the Leverage Test Period, so long as no Event of Default has occurred and is continuing continuing, repurchases by the Top Borrower of its common stock or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights securities exercisable or convertible into such common stock (excluding any debt security that is convertible into, or exercisable for, common stock) not to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary exceed the greater of (x) $20,000,000 and (y) 15% of Consolidated EBITDA of the Top Borrower and its Restricted Subsidiaries for the most recently ended Test Period in the ordinary course of businessaggregate in any fiscal year; and (k) the Top Borrower may declare or pay cash dividends on Crestview Preferred Stock (i) during the Minimum Liquidity Period, (d) WPZ may reimburse the General Partner for expenses pursuant in an aggregate amount not to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ exceed $8,000,000 in connection with their participation in WPZ’s cash management program any fiscal year and (fii) during the Leverage Test Period, in an unlimited amount so long as immediately after giving effect thereto on a Pro Forma Basis as of the last day of the most recently-ended Test Period the Top Borrower shall be in compliance with Section 7.10 (regardless of whether any Person may be permitted to make Covenant Facility is then outstanding). For purposes of determining compliance with this Section 7.06, in the event that any Restricted Payment meets the criteria of more than one of the categories of Restricted Payment described in subsections (a) through (k) above, the Top Borrower may from time to time, in its sole discretion, classify or reclassify such Restricted Payment (or any portion thereof) and will only be required to effectuate a MLP Combination; provided, that even if an Event include the amount and type of Default shall have occurred and is continuing, no Subsidiary such Restricted Payment in one or more of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryabove subsections.

Restricted Payments. The Borrower will not, and will not permit Declare or pay any dividend (other than dividends payable solely in common stock of its Subsidiaries to, declare or makethe Person making such dividend) on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, "Restricted PaymentPayments"), except as that: (a) any Subsidiary may make Restricted Payments to the Borrower and any Subsidiary that is a Guarantor, and to any other Persons that directly own a Capital Stock in such Subsidiary, ratably according to their respective holdings of the type of Capital Stock in respect of which such Restricted Payment is being made; (b) so long as no Event of Default has occurred and is continuing under Section 8.01(a) or Section 8.01(f) or would result therefrom, (a) WPZ may make Restricted Payments Subsidiaries of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Holdings may make Restricted Payments to WPZ permit Holdings (and Holdings shall be permitted) (i) to make Restricted Payments to satisfy its Subsidiariesobligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP to the extent representing hardship (with "hardship" being determined in accordance with the Code and the ESOP Documentation) distributions to the participants in the ESOP in accordance with the Code and the ESOP Documentation; provided that the aggregate amount of all Restricted Payments made pursuant to this clause (b)(i) shall not exceed $2,000,000 in any fiscal year of Holdings; (ii) to make Restricted Payments to satisfy its obligations to repurchase its common stock pursuant to the ESOP Documentation from accounts allocated to participants in the ESOP upon (x) the election of such participants to diversify a portion of the common stock held in the account eligible for diversification under section 401(a)(28) of the Code (or any relevant successor provision) and/or (y) the death, disability, resignation, dismissal or permanent layoff of such participants and/or (z) pursuant to a qualified domestic relation order under Section 414(p) of the Code, so long as the aggregate amount of the Restricted Payments then being made pursuant to this clause (b)(ii), when aggregated with all other such Restricted Payments made pursuant to this clause (b)(ii) during the same fiscal quarter and during the three immediately preceding fiscal quarters, would not exceed $45,000,000; and (iii) to the extent such Restricted Payments would be permitted under (x) Section 4.07(a) of the Second Lien Note Indenture as in effect on the date hereof, and Section 4.07(a) of the First Lien Note Indenture as in effect on the date hereof, and (in each case taking into account any Investments made pursuant to Section 7.07(l)), to make other Restricted Payments to, or in connection with, the ESOP or the ESOP Documentation. (c) WPZ Subsidiaries of Holdings may pay dividends to permit Holdings or any of its Subsidiaries to (i) pay corporate overhead expenses incurred in the ordinary course of business and (ii) pay any taxes that are due and payable by Holdings and or any of its Subsidiaries as part of a consolidated group; (d) the Borrower and its Subsidiaries may make payments or other distributions Restricted Payments (without duplication of amounts on-dividended) not to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary exceed (i) $3,000,000 in the ordinary course aggregate during any fiscal year of business, the Borrower and (dii) WPZ may reimburse $12,000,000 in the General Partner for expenses pursuant to aggregate over the Partnership term of this Agreement, ; (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an so long as no Default or Event of Default shall have occurred and is continuingbe continuing or would result therefrom, no the Borrower or Holdings may make Restricted Payments to repurchase common stock issued to the ESOP in exchange for, or out of the Net Cash Proceeds of the substantially concurrent sale (other than to a Subsidiary of the Borrower) of, Capital Stock of the Borrower shall be prohibited or Holdings (other than Disqualified Capital Stock) or from upstreaming dividends or other payments the substantially concurrent contribution of common equity capital to the Borrower or any Subsidiary Holdings; and (f) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower or making, in may make distributions to permit Holdings to repay intercompany loans so long as the case amount of any Subsidiary that such distribution is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower simultaneously netted against amounts owing to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership under such loans and no cash is paid as a result of Equity Interests in any such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarydistribution.

Restricted Payments. The Borrower will not, and will not permit Declare or pay any of its Subsidiaries to, declare or makedividend on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement, cancellation, termination or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, whether in Cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), directly or indirectly, except that (i) the Parent Borrower may declare and pay dividends with respect to its Capital Stock payable solely in additional limited or general partnership interests, (ii) the Company may declare and pay dividends with respect to its Capital Stock payable solely in additional common stock, (iii) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (iv) the Parent Borrower or any Subsidiary may make Restricted PaymentPayments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Parent Borrower and its Subsidiaries (including, except without limitation, any Plans), (v) the Parent Borrower may make Restricted Payments the proceeds of which will be used to pay tax liabilities of Americold Realty Operation, Inc., a Delaware corporation, to the extent (A) such payments are permitted under the Parent Borrower’s Governing Documents and (B) such tax liability is attributable to Americold Realty Operation, Inc.’s ownership of Capital Stock of the Parent Borrower, (vi) the Parent Borrower and its Subsidiaries may (directly or indirectly, as long as no the case may be) make Restricted Payments to the Company; provided that (x) the Parent Borrower shall not make aggregate Restricted Payments to the Company that are attributable to any period of four consecutive fiscal quarters in excess of the greater of (A) 90% of Normalized Adjusted FFO for such period of four consecutive fiscal quarters (less any amounts used for Investments in Non-Qualified Asset Subsidiaries) and (B) the minimum amount required for the Company to maintain its REIT status, comply with the minimum distribution requirement under Section 857(a) of the Code and avoid imposition on the Company of income and excise taxes under Sections 857 and 4981 of the Code and (y) if a Default or an Event of Default (other than under Section 10.1(a) or (h)) has occurred and is continuing, the Parent Borrower may only make Restricted Payments to the Company in the minimum amounts required to be made by the Company in order to maintain its status as a REIT; provided further, however, that the Parent Borrower may not make any Restricted Payments to the Company if a Default or Event of Default under Section 10.1(a) or (h) has occurred and is continuing or would result therefrom, all or any portion of the Obligations have been accelerated and (avii) WPZ the Company may make Restricted Payments of Available Cash (as defined in with any amounts received by it from the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued Parent Borrower pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course clause (vi) of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarythis Section 9.5.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, except: (a) WPZ may make each Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Subsidiary may make Restricted Payments to WPZ the Borrower and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of the relevant class of Equity Interests); (i) the Borrower may redeem in whole or in part any of itspurchase, repurchase, redemption, defeasance or other acquisition or retirement of any Qualified Equity Interests for another class of its SubsidiariesEquity Interests or rights to acquire its Equity Interests or withof the Borrower by conversion into, or by or in exchange for, Qualified Equity Interests of the Borrower, or out of net cash proceeds fromof the substantially concurrent equity contributions or issuances of new Equity Interestssale (cother than to a Subsidiary of the Borrower) WPZ of other Qualified Equity Interests (other than Designated Preferred Stock and its Subsidiaries Excluded Contributions) of the Borrower; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests are at least as advantageous to the Lenders as those contained in the Equity Interests redeemed thereby and (ii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; (c) Restricted Payments made on the Closing Date to officers, directors or employees with respect consummate the Transaction; (d) to the exercise extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any such Persons provision of options, warrants Section 7.02 (other than Section 7.02(f)) or other rights to acquire Section 7.04; (e) repurchases of Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of businessbusiness in the Borrower or any Restricted Subsidiary deemed to occur upon (A) exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or (B) the withholding of a portion of such Equity Interests to pay for the Taxes payable by such Person on account of such grant or award; (f) the Borrower or any Restricted Subsidiary may, in good faith, pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of it held by any future, present or former employee, director, officer or consultant (dor any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) WPZ may reimburse of the General Partner for expenses Borrower or, any of its Subsidiaries pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Partnership AgreementBorrower or any Subsidiary; provided that such payments do not to exceed $5,000,000 in any fiscal year; provided that any unused portion of the preceding basket for any calendar year may be carried forward to succeeding calendar years, so long as the aggregate amount of all Restricted Payments made pursuant to this Section 7.06(f) in any calendar year (eafter giving effect to such carry forward) TGPL and NWP and their shall not exceed $10,000,00015,000,000 in any calendar year; provided further that cancellation of Indebtedness owing to the Borrower or any of its Subsidiaries may distribute cash to WPZ from members of management of the Borrower or any of the Borrower’s Restricted Subsidiaries in connection with their participation a repurchase of Equity Interests of any of the Borrower will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (g) netting of shares under stock option plans to settle option price payments owed to employees and officers of the Borrower with respect thereto, and netting of shares to settle such employees’ and officers’ federal, state and income tax liabilities (if any) related to restricted stock units and similar stock based awards thereunder; (h) the Borrower or any Restricted Subsidiary may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (i) the Borrower or any Restricted Subsidiary may (a) pay cash in WPZ’s cash management program lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition and (fb) honor any Person may be permitted to make conversion request by a holder of convertible Indebtedness of the Borrower or any Restricted Payment required Subsidiary and make cash payments in lieu of fractional shares in connection with any such conversion and may make payments on convertible Indebtedness in accordance with its terms; (j) the Borrower and each Restricted Subsidiary may declare and make dividend payments to effectuate a MLP Combinationor other distributions payable in Qualified Equity Interests of such Personthe Borrower; (k) the Borrower or any Restricted Subsidiary may make additional Restricted Payments in an amount not to exceed the Available Amount; providedprovided that (x) at the time of any such Restricted Payment, that even if an no Default or Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends continuing or other payments to the Borrower or any Subsidiary of the Borrower or making, would result therefrom and (y) in the case of any Subsidiary that is such Restricted Payment in an amount in excess of $15,000,000, the Borrower has delivered to the Administrative Agent a certificate of a Responsible Officer, together with all relevant financial information reasonably requested by the Administrative Agent, demonstrating the calculation of the Available Amount; and (l) the declaration and payment by the Borrower of dividends on the common stock or common equity interests of the Borrower in an amount not wholly-owned to exceed in any fiscal year the greater of (directly x) the aggregate amount of dividends on the common stock or indirectlycommon equity interests of the Borrower paid by the Borrower in the prior fiscal year and (y) at the time of any such declaration by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to 40% of the Consolidated Net Income of the Borrower for the Test Period most recently ended; provided that no Default or Event of Default shall have occurred and be continuing at the time of the declaration of any such Restricted Payment.; (xm) WPZ’s direct any Restricted Payment provided that, after giving Pro Forma Effect to such Restricted Payment made pursuant to this clause (m), the Net Leverage Ratio shall not exceed 3.50:1.00 as of the end of the most recent Test Period, provided that no Event of Default shall have occurred and be continuing at the time of the declaration of such Restricted Payment (or indirect percentage ownership of Equity Interests in such Subsidiary times would result therefrom); (yn) the amount of all Borrower or any Restricted Subsidiary may make any Permitted Foreign Subsidiary Payments and may enter into any Foreign Subsidiary Employee Plan with any Employee; (o) to the extent such dividends Excluded Contributions have not been used and are not then being used to make Investments pursuant to Section 7.02(cc) or any payments pursuant to Section 7.09(a)(v), Restricted Payments made to all owners of Equity Interests in such Subsidiary.with Excluded Contributions; and

Restricted Payments. The Borrower will notNo Loan Party shall, and will not nor shall it permit any of its Subsidiaries to, directly or indirectly, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as that: (a) each Secured Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments to the Borrower or any other Secured Guarantor; (b) so long as no Event of Default has occurred and is continuing, each Secured Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments (except Restricted Payments of Equity Interests in any Borrowing Base Covenant Subsidiary, Borrowing Base Assets and Borrowing Base Asset Proceeds) ratably to the holders of such Secured Guarantor’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (c) each Subsidiary that is not a Secured Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments ratably to the holders of such Subsidiary’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (d) the Borrower and each Subsidiary thereof may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; provided that, in the case of any Subsidiaries the Equity Interests of which are pledged, or required to be pledged, to the Administrative Agent for the benefit of the Secured Parties, the Equity Interests so distributed are so pledged (limited, in the case of any Excluded Foreign Subsidiary, to 100% of the non-voting Equity Interests (if any) and 65% of the voting Equity Interests of such Excluded Foreign Subsidiary (and only the certificates or instruments representing such Equity Interests shall be required to be delivered hereunder)); (e) so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, the Borrower and each Subsidiary thereof may purchase, redeem and/or otherwise acquire (and incur any obligation (contingent or otherwise) to purchase, redeem and/or otherwise acquire) Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (f) the Borrower shall be permitted to declare and/or pay (and incur any obligation (contingent or otherwise) to declare and/or pay) dividends (which may, for the avoidance of doubt, be in the form of cash, common stock or other common Equity Interests) on its Equity Interests or declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) distributions with respect thereto in an amount for any fiscal year of the Borrower equal to such amount as is necessary for the Borrower to (i) maintain its status as a REIT and (ii) so long as no Default is continuing or would result therefrom, avoid payment of any corporate or excise Taxes, including pursuant to Code Section 857 and 4981; (ag) WPZ each Secured Guarantor may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) any Restricted Payments ratably to the holders of such Secured Guarantor’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made of (i) Borrowing Base Asset Proceeds permitted to be withdrawn from Borrowing Base Accounts pursuant to Section 2.06(e) and (ii) Borrowing Base Assets to the extent expressly permitted by Section 2.15; (h) the Borrower or any Subsidiary may declare and/or pay Restricted Payments (except Restricted Payments of Available Cash Equity Interests in any Borrowing Base Covenant Subsidiary, Borrowing Base Assets and Borrowing Base Asset Proceeds) (as defined in x) to the Partnership Agreementextent required to pay regularly scheduled interest and customary additional interest (including under any registration rights agreement) and principal at the fixed maturity date with respect to any Quarter Convertible Debt Securities or the Senior Notes and (as defined in y) to permit the Partnership Agreement)exercise of put or conversion rights pursuant to Convertible Debt Securities, exercise of put rights pursuant to the Senior Notes Indenture and redemptions of the Senior Notes; (bi) each of NWP and TGPL and their respective Subsidiaries the Borrower or any Subsidiary may make declare and/or pay Restricted Payments (except Restricted Payments of Equity Interests in any Borrowing Base Covenant Subsidiary, Borrowing Base Assets and Borrowing Base Asset Proceeds) to WPZ and repay, purchase, redeem, defease or otherwise acquire or retire for value Indebtedness of the Borrower or any of its SubsidiariesSubsidiaries that is unsecured or subordinated in right of payment to the Obligations to the extent that, (c) WPZ taking into account the making of such Restricted Payment, the Borrower and its Subsidiaries shall be in compliance, on a pro forma basis, with the provisions of Section 7.12; and (j) the Borrower and each Subsidiary may declare and/or make payments (and incur any obligation (contingent or other distributions otherwise) to officers, directors or employees with respect to the exercise by declare and/or make) any such Persons Restricted Payment (except Restricted Payments of options, warrants or other rights to acquire Equity Interests in WPZ or any Borrowing Base Covenant Subsidiary, Borrowing Base Assets and Borrowing Base Asset Proceeds), provided that such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; providedmay only be made if (i) at the time of such Restricted Payment, that even if an Event of no Default shall have occurred and is continuingbe continuing or result therefrom and (ii) taking into account such Restricted Payment, no Subsidiary of the Borrower and its Subsidiaries shall be prohibited from upstreaming dividends or other payments to in compliance, on a pro forma basis, with the Borrower or provisions of Section 7.12; provided that nothing in this Section 7.06 shall permit any Subsidiary of the Borrower or making, in the case of any Subsidiary transaction that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarypermitted under Section 2.15.

Restricted Payments. The Borrower will not, and will not permit Declare or pay any of its Subsidiaries to, declare or makedividend on, or agree make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement, cancellation, termination or other acquisition of, any Equity Interests of the Parent, Holdings, the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Parent, Holdings, the Borrower or any Restricted Subsidiary, or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”), obligating the Parent, Holdings the Borrower or any Restricted Subsidiary to pay or makemake payments to such Derivatives Counterparty as a result of any change in market value of any such Equity Interests (collectively, “Restricted Payments”), except that: (a) any Subsidiary may make Restricted Payments, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in to the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), Borrower; (b) each of NWP and TGPL and their respective Non-Guarantor Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, other Non-Guarantor Subsidiaries or to any Loan Party; (c) WPZ the Loan Parties and its Subsidiaries each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (d) [Reserved] (e) [Reserved]; (f) the Borrower may make other Restricted Payments to officersHoldings who, directors or employees with respect in turn, may make other Restricted Payments to the exercise Parent to permit the Parent to make payments required under the Tax Receivable Agreement; (g) the Borrower may make other Restricted Payments to Holdings who, in turn, may make other Restricted Payments to the Parent who, in turn, may make other Restricted Payments to its stockholders so long as the RP Conditions are satisfied; (h) the Borrower may declare and pay cash dividends to Holdings, and Holdings may declare and pay cash dividends to the Parent, not to exceed an amount necessary to permit Holdings or the Parent, as applicable, to pay its proportionate share of (i) reasonable and customary corporate and operating expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by any such Persons of optionsthird parties, warrants or and compensation, benefits and other rights amounts payable to acquire Equity Interests officers and employees in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary connection with their employment in the ordinary course of businessbusiness and to board of director observers), (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (fii) any Person may be permitted to make any Restricted Payment franchise fees or similar taxes and fees required to effectuate a MLP Combinationmaintain its corporate existence; (i) Investments constituting Restricted Payments and permitted by Section 7.02; (j) the Parent may make Restricted Payments in the form of common stock of the Parent or preferred stock of the Parent; provided, that even if an and (k) so long as no Default or Event of Default shall have occurred and is be continuing, no Subsidiary of the Borrower shall be prohibited may make Restricted Payments to Holdings and Holdings may make Restricted Payments to Parent, to permit Holdings or the Parent to purchase its common stock or common stock options from upstreaming dividends present or other payments to former officers, consultants and directors or employees (and their heirs, estates and assigns) of Parent, Holdings, the Borrower or any Subsidiary upon the death, disability or termination of employment of such officer or employee; provided that the aggregate amount of payments under this clause (k) in any fiscal year of the Borrower or making, Parent shall not exceed the sum of (i) $2,000,000 plus any proceeds received from key man life insurance policies and (ii) any Restricted Payments permitted (but not made) pursuant to this clause (k) in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryimmediately prior fiscal year.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as that the following shall be permitted: (a) each Subsidiary of the Borrower may (i) declare and make Restricted Payments to the Borrower and the Guarantors (other than the REIT), and (ii) declare and make Restricted Payments ratably to the holders of such Subsidiary’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made so long as no the Borrower (directly or through other Subsidiaries of the Borrower) receives its proportionate share thereof; (b) the REIT and each Subsidiary thereof may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person or its direct or indirect parent (and, to the extent constituting a dividend or distribution under applicable Laws, the issuance of common or preferred Equity Interests in connection with the conversion of any Indebtedness); (c) (i) the REIT and each Subsidiary thereof may purchase, redeem or otherwise acquire Equity Interests or warrants or options to obtain such Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its or its direct or indirect parent’s common stock or other common Equity Interests, (ii) the REIT and/or the Borrower may purchase, redeem or otherwise acquire limited partnership interests of the Borrower held by a limited partner thereof in exchange for Equity Interests of the REIT so long as, after giving effect to any such purchase, redemption or other acquisition, a Change of Control does not occur and (iii) the Borrower may redeem limited partnership interests of the Borrower held by a limited partner thereof for cash to the extent such a redemption is required by the Borrower Limited Partnership Agreement; provided, that the aggregate amount of cash paid for all such redemptions made pursuant to this clause (iii) shall not exceed $10,000,000; (d) the Borrower shall be permitted to declare and pay other Restricted Payments; provided that, (i) if an Event of Default has under Section 8.01(a) shall have occurred and is be continuing or would result therefrom, (a) WPZ may the Borrower’s ability to declare and make cash Restricted Payments of Available Cash under this clause (as defined d) shall be limited to pro rata cash dividends on its Equity Interests and pro rata cash distributions with respect thereto in an amount that will result in the Partnership AgreementREIT receiving the minimum amount of funds required to be distributed to its equityholders in order for the REIT to maintain its status as a Real Estate Investment Trust for federal and state income tax purposes and avoid the payment of federal and state income taxes and excise taxes and (ii) the Borrower shall not be permitted to make cash Restricted Payments under this clause (d) following (1) the acceleration of the Obligations pursuant to Section 8.02 or (2) the occurrence of any Event of Default under Section 8.01(f) or (g) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments Borrower or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, REIT; and (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may the REIT shall be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends dividend or other payments distribute to the Borrower or holders of its Equity Interests any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) amounts received by the Borrower, dividends or payments, as the case may be, REIT pursuant to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiarySection 7.06(d).

Restricted Payments. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event except: (i) dividends payable by any Borrower solely in interests of Default has occurred any class of its common equity; (ii) Restricted Payments made by any Subsidiary to any Borrower (including without limitation Restricted Payments made by Fox to FFH) or to another Subsidiary, on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by any Borrower and is continuing other wholly owned Subsidiaries of any Borrower; (iii) cash Restricted Payments paid on, or would result therefromin connection with, the common Capital Stock of FFH; provided that, before and after giving effect to such Restricted Payment, (a) WPZ may make Restricted Payments each of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in Borrowers and the Partnership Agreement)Subsidiary Loan Parties are Solvent, (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments no Default or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and be continuing at the time such Restricted Payment is continuingmade, no Subsidiary (c) the Borrowers are in pro forma compliance with each of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary covenants set forth in Article VI (measuring Consolidated Total Indebtedness for purposes of Section 6.1 as of the Borrower or makingdate of such Restricted Payment (including any Indebtedness incurred in connection with such Restricted Payment) and otherwise recomputing the covenants set forth in Article VI as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1 as if such Restricted Payment was made, and any Indebtedness incurred in connection therewith was incurred, on the case first day of any Subsidiary that such Fiscal Quarter) and (d) (i) the Leverage Ratio is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal 1.50:1.00 (measuring Consolidated Total Indebtedness as of the date of such Restricted Payment (including any Indebtedness incurred in connection with such Restricted Payment) and otherwise recomputing the Leverage Ratio as of the last day of the most recently ended Fiscal Quarter for which financial statements are required to have been delivered pursuant to Section 5.1) or (ii) (x) WPZ’s direct or indirect percentage ownership the amount of Equity Interests in such Subsidiary times Restricted Payments does not exceed the Consolidated EBITDA for the twelve-month period ended immediately prior to such Restricted Payment for which financial statements have been delivered to the Administrative Agent and (y) the sum of (A)(1) the Aggregate Revolving Commitment Amount minus (2) the aggregate principal amount of all Revolving Credit Exposure giving effect to any advances made in connection with such dividends Restricted Payment, plus (B) cash and payments made cash equivalents on hand (in Controlled Accounts) of the Loan Parties is at least $20,000,000; and (iv) Restricted Payments with respect to all owners mandatory obligations to repurchase Capital Stock of Equity Interests any future, present or former employee, director, officer or consultant (or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of FHH and its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement with any employee, director, officer or consultant of FHH and its Subsidiaries in such Subsidiaryan aggregate amount not to exceed $2,500,000 during any calendar year.

Restricted Payments. (a) The Borrower and the Guarantors will not, and PXRE Group will not permit or cause any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare or make any Restricted Paymentdividend payment, or make any other distribution of cash, property or assets, in respect of any of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or set aside funds for any of the foregoing, except as long as no Event of Default has occurred that: (i) PXRE Group may (v) declare and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make dividend payments or other distributions to officersholders of PXRE Group's Capital Stock (including, directors without limitation, its common stock), in cash or employees with respect in shares of such Capital Stock, (w) cause the Borrower to the exercise by make payments to any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employmentIndebtedness related to any Trust Preferred Securities, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (fx) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; providedpurchase, that even if an Event redeem, retire or otherwise acquire shares of Default shall have occurred its Capital Stock, in cash or in-kind, and is continuing, no the Subsidiary of the Borrower shall be prohibited from upstreaming dividends that has issued Trust Preferred Securities may declare and make dividend payments or other payments distributions to holders of such Trust Preferred Securities and purchase, redeem, retire or otherwise acquire such Trust Preferred Securities, in cash or in-kind, in each case provided that, immediately after giving effect thereto, (y) no Default or Event of Default would exist, and (z) the Borrower Fixed Charge Coverage Ratio would be at least 1.5 to 1.0, such ratio to be determined for purposes of this clause (i) as of the last day of the most recently ended fiscal quarter as if such dividend, distribution, payment or any acquisition had been effected as of such date; and (ii) each Wholly Owned Subsidiary of the Borrower PXRE Group may declare and make dividend payments or making, in the case other distributions to PXRE Group or another Wholly Owned Subsidiary of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may bePXRE Group, to the other owners extent not prohibited under applicable Requirements of Equity Interests Law. (b) The Borrower and the Guarantors will not, and PXRE Group will not permit or cause any of its Subsidiaries to, make (or give any notice in such Subsidiary; and providedrespect of) any voluntary or optional payment or prepayment of principal on any Subordinated Indebtedness, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by indirectly make any redemption (including pursuant to any change of control provision), retirement, defeasance or other acquisition for value of any Subordinated Indebtedness, or make any deposit or otherwise set aside funds for any of the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryforegoing purposes.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare Declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ each Subsidiary may make Restricted Payments to the Borrowers, the Guarantors or any Subsidiary of Available Cash (as defined the Borrowers and any other Person that owns an Equity Interest in such Subsidiary, ratably, in the Partnership case of such other Persons that are not Borrowers or Subsidiaries, according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; and each Borrower may make Restricted Payments to any other Borrower or any Subsidiary that owns an Equity Interest in such Borrower; (b) the Borrowers and each Subsidiary may declare and make dividend payments or other distributions to the extent paid or payable solely in the common stock or other common Equity Interests of such Person; provided that the limitations set forth in this clause (b) shall not prohibit the making of cash payments in connection with any dividend or other distribution paid or payable in common stock or other common Equity Interests of such Person so long as such cash payment is not otherwise prohibited by the terms of the Loan Documents; (c) the Borrowers and each Subsidiary may purchase, redeem or otherwise acquire any Equity Interests of the Borrowers or any Subsidiary; provided, that, at the time or as a result thereof there shall exist no Default or Event of Default. Notwithstanding the foregoing, in no event may the Commitment be used to fund the purchase, redemption or other acquisition of REIT common stock, except to the limited extent that if Net Disposition Proceeds which otherwise would be permitted to be used to purchase, redeem or otherwise acquire such common stock and are designated to be so used but for an interim period are instead used to pay down the Revolving Loans, then an equal amount of the Commitment may be borrowed (in accordance with this Agreement) to purchase, redeem or otherwise acquire such common stock for a period ending 60 days after such repayment; and (d) the Borrowers and each Subsidiary may declare or make dividends and distributions (excluding those dividends and distributions otherwise permitted under this Section 7.06) in an aggregate amount that do not exceed the greater of (i) during any four consecutive fiscal quarter period for which financials are available, 95% of Funds From Operations for such four consecutive fiscal quarter period, and (ii) with respect to any Quarter tax year of the REIT, such amount as may be necessary for the REIT to maintain REIT Status for such tax year; provided that, notwithstanding the foregoing, the Borrowers may also make Restricted Payments (so long as defined no Default exists or would arise as a result of such Restricted Payment) in an amount equal to the Partnership Agreementamount that would need to be distributed to all of the Borrowers’ partners or shareholders in order for the REIT to make the minimum distributions required to be distributed to its shareholders under the Code (A) to avoid the payment of taxes imposed under Code Section 857(b)(1) and 4981 of the Code, and (B) to avoid the a payment of taxes imposed under Section 857(b)(3) of the Code. Nothing in Sections 7.06(a), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, shall prohibit (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (fA) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the any Borrower from making tender offers for or otherwise acquiring for value any Equity Interests, now or hereafter outstanding, of any Borrower or making, in the case any Subsidiary of any Borrower which were not issued by such acquiring Borrower or Subsidiary that is not wholly-owned or (directly or indirectlyB) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments Restricted Payment by any Person pursuant to such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZPerson’s direct or indirect percentage ownership Organization Documents, including any Restricted Payment funded with proceeds from Dispositions of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryassets.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, (other than, in each case, pursuant to an Approved ESPP or an Approved ESOP) except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ each Subsidiary may make Restricted Payments of Available Cash (as defined in directly or indirectly) to the Partnership Agreement) with respect to Borrower or any Quarter (as defined in the Partnership Agreement), Guarantor; (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an so long as no Event of Default shall have occurred and is be continuing, no each Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned may make Restricted Payments (directly or indirectly) to any other Person that owns an Equity Interest in such Subsidiary (any such person, a “Minority Shareholder”), ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; provided that the aggregate amount of any and all Restricted Payments or dividends paid or payable to all Minority Shareholders shall not exceed $5,000,000 in any calendar year; (c) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (d) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (e) the Borrower may declare or make, directly or indirectly, any Restricted Payment pursuant to an Approved ESPP or an Approved ESOP; (f) the Borrower may (x) make Restricted Payments to any Person that owns an Equity Interest in the Borrower, ratably according to such Person’s holdings of the type of Equity Interest in respect of which such Restricted Payment is being made (unless otherwise agreed by all of the owners of a particular class of Equity Interests and provided that any such agreement by any class does not have an adverse effect with respect to any other class of Equity Interests) or (y) repurchase its Equity Interests pursuant to a stock repurchase plan approved by the Borrower’s board of directors so long as each of the following conditions is satisfied: (i) no Event of Default shall have occurred and be continuing or would result from such Restricted Payment; and (ii) immediately after giving effect to such Restricted Payment, dividends or paymentsthe Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, as such compliance to be determined on the case may be, basis of the financial information most recently delivered to the other Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such Restricted Payment had occurred as of the first day of the fiscal period covered thereby; (iii) immediately after giving effect to such Restricted Payment, Available Cash shall be at least $50,000,000; (g) so long as (i) no Event of Default shall have occurred and be continuing or would result from such Restricted Payment, and (ii) immediately after giving effect to such transaction, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such transaction had occurred as of the first day of the fiscal period covered thereby, the Borrower and its Subsidiaries shall be permitted to purchase or redeem stock in Subsidiaries of the Borrower held by minority shareholders; and (h) so long as (i) no Event of Default shall have occurred and be continuing or would result from such Restricted Payment, and (ii) the Borrower delivers a Compliance Certificate (including a calculation of the Available Amount both before and after giving effect to such transaction) demonstrating that immediately after giving effect to such transaction, the Borrower and its Subsidiaries shall be in pro forma compliance with all of the covenants set forth in Section 7.12, such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 6.01(a) or (b) as though such transaction had occurred as of the first day of the fiscal period covered thereby, the Borrower may (x) make Restricted Payments to any Person that owns an Equity Interest in the Borrower, ratably according to such Person’s holdings of the type of Equity Interest in respect of which such Restricted Payment is being made (unless otherwise agreed by all of the owners of a particular class of Equity Interests in and provided that any such Subsidiary; and provided, further, that, any dividends or payments agreement by any such Subsidiary that is class does not wholly-owned (directly or indirectly) by the Borrower have an adverse effect with respect to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership any other class of Equity Interests in such Subsidiary times Interests) or (y) the amount of all such dividends and payments made to all owners of repurchase its Equity Interests pursuant to a stock repurchase plan approved by the Borrower’s board of directors, in such Subsidiaryeach case in an aggregate amount not to exceed the Available Amount.

Restricted Payments. The Make any Restricted Payments except for (a) such to be used to pay director fees and expenses and overhead of Parent Holdco or Topco directly attributable to its direct or indirect ownership of Borrower will notand its Subsidiaries, (b) dividends and will distributions by Subsidiaries of a Loan Party paid to such Loan Party (other than Parent Holdco); provided, that dividends and distributions by a non-wholly owned Subsidiary of a Loan Party shall only be made with the prior written consent of Agent if any Person other than a Loan Party would be entitled to receive any portion of such dividend or distribution, (c) tax distributions to allow Parent Holdco or Topco to pay franchise and other Taxes owed by either of them, but excluding any Taxes payable with respect to business activities of or income earned by any Person (other than income attributable to Topco as a member of the consolidated tax group that includes Borrower and its Subsidiaries) that is not permit a Loan Party or Subsidiary thereof, as well as the consolidated, combined, unitary or other group taxes owed by Topco with respect to Parent Holdco and its Subsidiaries, (d) the purchase, redemption or other retirement of any of its Subsidiaries to, declare common or makepreferred Equity Interests, or agree of any options to pay purchase or make, directly acquire any such shares of common or indirectly, any Restricted Payment, except as long as preferred Equity Interests of such Loan Party or Topco other than (provided that (i) no Default or Event of Default has occurred and is continuing or would arise as a result therefromof such Restricted Payment, (aii) WPZ may make after giving effect to such Restricted Payment, the Loan Parties and their Subsidiaries are in compliance on a pro forma basis with the financial covenant set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the terms of this Agreement, (iii) the aggregate Restricted Payments permitted under this clause (d) shall not exceed $2,500,000 during the term of Available Cash this Agreement plus the amount of any net cash proceeds received from additional issuances of Equity Interests to other employees, officers or directors, and (as defined iv) both before and after giving effect to such Restricted Payment, no Covenant Compliance Period shall then be in the Partnership Agreementeffect) with respect to any Quarter (as defined in the Partnership Agreement)from employees, (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreementand consultants, (e) TGPL (i) the Xxxxxxx Earnout Payment and NWP (ii) any other earnout or other similar deferred purchase price payment obligations incurred pursuant to a Permitted Acquisition (provided that (w) the earnout or other similar deferred purchase price payment obligations with respect to which such Restricted Payment described in clause (e)(ii) is made are unsecured, (x) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment, (y) after giving effect to such Restricted Payment, the Loan Parties and their Subsidiaries may distribute cash are in compliance on a pro forma basis with the financial covenant set forth in Section 6.5, recomputed for the most recent fiscal quarter for which financial statements have been delivered to WPZ in connection with their participation in WPZ’s cash management program Agent and Lenders pursuant to the terms of this Agreement, and (z) the aggregate Restricted Payments permitted under this clause (e)(ii) shall not exceed $2,000,000 during any fiscal year), and (f) any Person other Restricted Payment otherwise expressly permitted by the terms of this Agreement and the Term Loan Agreement. For the avoidance of doubt, the Xxxxxxx Earnout Payment may be permitted made as and when due pursuant to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary the terms of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryPurchase Agreement.

Restricted Payments. The Borrower will shall not, and will shall not suffer or permit any of its Subsidiaries to, declare or makepay any dividend on (or make any payment to a related trust for the purpose of paying a dividend), or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower or such Subsidiary (or any related trust), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, any whether in cash or property or in obligations of the Borrower or such Subsidiary (collectively, “Restricted PaymentPayments”), except as that: (a) any of its Subsidiaries may declare or pay dividends with respect to its Capital Stock to the Borrower and to any Wholly-Owned Subsidiary (and in the case of a non-Wholly-Owned Subsidiary, to the Borrower and any of its Subsidiaries and to each other owner of Capital Stock or other equity interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower may pay dividends solely in the form of shares of its Capital Stock (other than Disqualified Capital Stock); (c) the Borrower may make Restricted Payments, so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Credit Parties and their Subsidiaries shall be in pro forma compliance with Sections 7.11, 7.12, 7.13 and 7.14; (d) the Borrower may make cash payments in lieu of fractional shares in connection with the exercise of warrants, options or other securities, convertible or exchangeable for Capital Stock; and (e) the Borrower may pay any dividend within sixty (60) days after the date of declaration thereof; provided that on the date of declaration such payment shall comply with one of the exceptions to this Section 7.08 listed in clauses (a) through (d) hereof. Notwithstanding the foregoing if (A) no Default or Event of Default under any other Section of this Agreement has occurred and is continuing or would result therefrom, (a) WPZ may make from the making of the relevant Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program Payment and (fB) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary the Guarantee from Parent of the Borrower shall be prohibited from upstreaming dividends or other payments to Obligations is in full force and effect, then the Borrower or any Subsidiary restrictions of the Borrower or making, in the case of any Subsidiary that is this Section 7.08 will not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryapply.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiary (other than NMTC Subsidiaries to the extent not reasonably expected to result in a Material Adverse Effect) to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, except: (a) WPZ the Borrower may declare and pay dividends and other distributions with respect to its Equity Interests payable solely in perpetual common Equity Interests; (i) any Subsidiary may declare and make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of Guarantor, and (ii) any Excluded Subsidiary may declare and pay Restricted Payments to the Borrower or making, in the case of any Subsidiary; (c) any Subsidiary that is not a wholly-owned (directly or indirectly) by the Borrower, Subsidiary may declare and pay cash dividends or payments, to its equity holders generally so long as the case may beBorrower (or a Subsidiary thereof which owns the equity interests in the Subsidiary paying such dividend) receives at least its proportional share thereof (based upon its relative holding of the equity interests in the Subsidiary paying such dividend and taking into account the relative preferences, to if any, of the other owners various classes of Equity Interests issued by such Subsidiary); (d) the Borrower or any Subsidiary may declare and pay Restricted Payments to the Parent in cash, provided that (i) the Parent shall use the proceeds of each such Restricted Payment to pay a regularly scheduled cash payment of interest on indebtedness permitted by Section 7.1(f), Section 7.1(g) or Section 7.1(p), (ii) no such Restricted Payment shall be made before the date that is 30 days prior to the due date (without giving effect to any grace period) of such regularly scheduled cash interest payment, (iii) no such Restricted Payment shall, when aggregated with all other Restricted Payments made pursuant to this Section 7.8(d) with respect to any such regularly scheduled cash interest payment, exceed the amount of such regularly scheduled cash interest payment, and (iv) immediately before and immediately after giving effect thereto, no Default shall or would exist; (e) the Borrower may declare and pay Restricted Payments in cash to the Parent in an amount that, during any fiscal year, would not exceed the portion of the income taxes payable by the Parent in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower fiscal year attributable to the Borrower and its Subsidiaries; (f) [reserved]; and (g) the Borrower or any Subsidiary may declare and pay other Restricted Payments in cash, provided that (i) immediately before and immediately after giving effect thereto no Default shall be not less than an amount equal to or would exist, and (xii)(A) WPZ’s direct immediately before and after giving effect thereto no High Ratio Condition shall or indirect percentage ownership of Equity Interests in such Subsidiary times would exist, or (yB) immediately after giving effect thereto, the amount of all such dividends and payments Restricted Payments made pursuant to all owners of Equity Interests this Section 7.8(g)(ii)(B) would not exceed $5,000,000 in such Subsidiary.the aggregate since the Fourth Restatement Closing Date. 1821445.29\C072091\0303228

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ may make each Restricted Payments Subsidiary of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Borrower may make Restricted Payments to WPZ any other Loan Party (other than Holdings) and any other Person that owns a direct Equity Interest (other than Disqualified Equity Interests) in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made; (b) Borrower and each of its Subsidiaries, (c) WPZ and its Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the common or preferred stock or other common or preferred Equity Interests of such Person (other than Disqualified Equity Interests); provided that such Equity Interests shall be pledged to the Collateral Agent to the extent required by Section 6.12 hereof; (c) Borrower may declare and pay cash dividends to Holdings in an amount not to exceed an amount necessary to permit Holdings to pay (i) reasonable and customary corporate and operating expenses relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise Taxes and similar fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower and any dividends by Borrower attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries and (iv) all costs or fees incurred in compliance with or in anticipation of compliance with Securities Laws and state securities Laws; (d) Borrower may (or make Restricted Payments to allow Holdings or any direct or indirect parent thereof to) repurchase, redeem or otherwise acquire or retire shares of its capital stock held by officers, directors or employees with respect to of Holdings or any Restricted Subsidiary (or their estates or trusts) following the exercise by death, disability or termination of employment of any such Persons Person and, so long as no Default shall have occurred and be continuing (or would result therefrom), the Borrower may pay dividends to Holdings to permit such repurchase, redemption, retirement or acquisition; provided that the aggregate amount of options, warrants or other rights payments to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into Holdings by WPZ or such Subsidiary in the ordinary course of business, Borrower under this clause (d) WPZ may reimburse will not exceed $2.5 million in any Fiscal Year of the General Partner Borrower (with any unused portion of such scheduled amount available for expenses pursuant to the Partnership Agreement, use in any succeeding Fiscal Year); (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an so long as no Event of Default shall have occurred and is continuingbe continuing or would result therefrom, no Subsidiary Borrower and each of its Restricted Subsidiaries may make other Restricted Payments at any time in an amount not to exceed the sum of (i) $10.0 million in the aggregate during the term of this Agreement and (ii) if, after giving effect to such Restricted Payment on a Pro Forma Basis, the Consolidated Leverage Ratio as of the Borrower shall last day of the most recently ended Measurement Period would be prohibited from upstreaming dividends no greater than 2.00:1.00, the Available Amount at such time (for the purposes of clarity, the Available Amount under this clause (ii) cannot be used to make Restricted Payments (or other payments to Holdings in order for Holdings to make) in order to make cash dividend payments on Holdings’ preferred stock); (f) Investments permitted by Section 7.03; (g) repurchases of Equity Interests in Holdings, the Borrower or any Subsidiary of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights to the extent such Equity Interests represent a portion of the exercise price of such options or warrants or similar rights; (h) the Borrower may make Restricted Payments to Holdings or to any direct or indirect parent of Holdings (and Holdings may make Restricted Payments to any direct or indirect parent of Holdings) the proceeds of which shall be used to make payments permitted under Sections 7.08(d), (e) and (h) (but only to the extent such payments have not been and are not expected to be made by the Borrower or making, in a Restricted Subsidiary); (i) the case declaration and payment of dividends on the Borrower’s common stock following the first public offering of the Borrower’s common stock or the common stock of any Subsidiary that is not wholly-owned (directly of its direct or indirectly) indirect parents after the Closing Date, of up to 6.0% per annum of the net proceeds received by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower contributed to the Borrower in or from any such public offering, other than public offerings with respect to the Borrower’s common stock registered on Form S-4 or Form S-8; (j) the payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration (i) such payment would have complied with the provisions of clause (i) and (ii) no Event of Default occurred and was continuing; and (k) the Special Distribution; provided, for purposes of calculating the amount available to make Restricted Payments, any dividend or distribution paid in reliance on clause (j) shall be deemed to be a Restricted Payment on the date of declaration and not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership on the date of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarypayment.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ may make each Restricted Payments Subsidiary of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Borrower may make Restricted Payments to WPZ any other Loan Party (other than Holdings) and any other Person that owns a direct Equity Interest (other than Disqualified Equity Interests) in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interests in respect of which such Restricted Payment is being made; (b) Borrower and each of its Subsidiaries, (c) WPZ and its Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in the common or preferred stock or other common or preferred Equity Interests of such Person (other than Disqualified Equity Interests); provided that such Equity Interests shall be pledged to the Collateral Agent to the extent required by Section 6.12 hereof; (c) Borrower may declare and pay cash dividends to Holdings in an amount not to exceed an amount necessary to permit Holdings to pay (i) reasonable and customary corporate and operating expenses relating to maintaining its ownership interest in the Borrower (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to board of director observers), (ii) franchise Taxes and similar fees required to maintain its corporate existence, (iii) any income Taxes imposed on Holdings or its direct or indirect parent of Holdings as the common parent of a consolidated, combined or similar Tax group of which the Borrower and/or its Restricted Subsidiaries are members, up to an amount not to exceed the amount of any such income Taxes that the Borrower and its Restricted Subsidiaries would have been required to pay on a separate company (or a stand-alone Tax group) basis (reduced by any income Taxes paid directly by the Borrower or its Restricted Subsidiaries); provided that in determining the hypothetical income Tax liability of the Borrower and/or its Restricted Subsidiaries on a separate company (or a stand-alone Tax group) basis for the purpose of clause (iii), any interest expense on any Indebtedness incurred by Holdings shall be treated as the interest expense of the Borrower and any dividends by Borrower attributable to the income of any Unrestricted Subsidiary shall be permitted only to the extent that cash payments were made for such purpose by such Unrestricted Subsidiary to the Borrower or any of its Restricted Subsidiaries and (iv) all costs or fees incurred in compliance with or in anticipation of compliance with Securities Laws and state securities Laws; (d) Borrower may (or make Restricted Payments to allow Holdings or any direct or indirect parent thereof to) repurchase, redeem or otherwise acquire or retire shares of its capital stock held by officers, directors or employees with respect to of Holdings or any Restricted Subsidiary (or their estates or trusts) following the exercise by death, disability or termination of employment of any such Persons Person and, so long as no Default shall have occurred and be continuing (or would result therefrom), the Borrower may pay dividends to Holdings to permit such repurchase, redemption, retirement or acquisition; provided that the aggregate amount of options, warrants or other rights payments to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into Holdings by WPZ or such Subsidiary in the ordinary course of business, Borrower under this clause (d) WPZ may reimburse will not exceed $2.5 million in any Fiscal Year of the General Partner Borrower (with any unused portion of such scheduled amount available for expenses pursuant to the Partnership Agreement, use in any succeeding Fiscal Year); (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an so long as no Event of Default shall have occurred and is continuingbe continuing or would result therefrom, no Subsidiary Borrower and each of its Restricted Subsidiaries may make other Restricted Payments at any time in an amount not to exceed the sum of (i) $10.0 million in the aggregate during the term of this Agreement and (ii) if, after giving effect to such Restricted Payment on a Pro Forma Basis, the Consolidated Leverage Ratio as of the Borrower shall last day of the most recently ended Measurement Period would be prohibited from upstreaming dividends no greater than 2.00:1.00, the Available Amount at such time (for the purposes of clarity, the Available Amount under this clause (ii) cannot be used to make Restricted Payments (or other payments to Holdings in order for Holdings to make) in order to make cash dividend payments on Holdings’ preferred stock); (f) Investments permitted by Section 7.03; (g) repurchases of Equity Interests in Holdings, the Borrower or any Subsidiary of the Restricted Subsidiaries deemed to occur upon exercise of stock options or warrants or similar rights to the extent such Equity Interests represent a portion of the exercise price of such options or warrants or similar rights; (h) the Borrower may make Restricted Payments to Holdings or to any direct or indirect parent of Holdings (and Holdings may make Restricted Payments to any direct or indirect parent of Holdings) the proceeds of which shall be used to make payments permitted under Sections 7.08(d), (e) and (h) (but only to the extent such payments have not been and are not expected to be made by the Borrower or making, in a Restricted Subsidiary); (i) the case declaration and payment of dividends on the Borrower’s common stock following the first public offering of the Borrower’s common stock or the common stock of any Subsidiary that is not wholly-owned (directly of its direct or indirectly) indirect parents after the Closing Date, of up to 6.0% per annum of the net proceeds received by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower contributed to the Borrower shall be not less in or from any such public offering, other than an amount equal public offerings with respect to the Borrower’s common stock registered on Form S-4 or Form S-8; and (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (yj) the amount payment of all any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration (i) such dividends payment would have complied with the provisions of clause (i) and payments made to all owners (ii) no Event of Equity Interests in such Subsidiary.Default occurred and was continuing; and

Restricted Payments. The Borrower will not, and will not permit Declare or pay any of its Subsidiaries to, declare or makedividend on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement, cancellation, termination or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, whether in Cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), directly or indirectly, except that (i) the Borrower may declare and pay dividends with respect to its Capital Stock payable solely in additional limited or general partnership interests, (ii) the Company may declare and pay dividends with respect to its Capital Stock payable solely in additional common stock, (iii) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (iv) the Borrower or any Subsidiary may make Restricted PaymentPayments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries (including, except without limitation, any Plans), (v) the Borrower may make Restricted Payments the proceeds of which will be used to pay tax liabilities of Americold Realty Operation, Inc., a Delaware corporation, to the extent (A) such payments are permitted under the Borrower’s Governing Documents and (B) such tax liability is attributable to Americold Realty Operation, Inc.’s ownership of Capital Stock of the Borrower, (vi) the Borrower and its Subsidiaries may (directly or indirectly, as long as no the case may be) make Restricted Payments to the Company; provided that (x) the Borrower shall not make aggregate Restricted Payments to the Company that are attributable to any period of four consecutive fiscal quarters in excess of the greater of (A) 90% of Normalized Adjusted FFO for such period of four consecutive fiscal quarters (less any amounts used for Investments in Non-Qualified Asset Subsidiaries) and (B) the minimum amount required for the Company to maintain its REIT status, comply with the minimum distribution requirement under Section 857(a) of the Code and avoid imposition on the Company of income and excise taxes under Sections 857 and 4981 of the Code and (y) if a Default or an Event of Default (other than under Section 10.1(a) or (h)) has occurred and is continuing, the Borrower may only make Restricted Payments to the Company in the minimum amounts required to be made by the Company in order to maintain its status as a REIT; provided further, however, that the Borrower may not make any Restricted Payments to the Company if a Default or Event of Default under Section 10.1(a) or (h) has occurred and is continuing or would result therefrom, all or any portion of the Obligations have been accelerated and (avii) WPZ the Company may make Restricted Payments of Available Cash (as defined in with any amounts received by it from the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued Borrower pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course clause (vi) of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarythis Section 9.5.

Restricted Payments. The Borrower Credit Parties will not, and will not permit any of its the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except return any capital to holders of its Equity Interests or make any distribution of its Property to its respective Equity Interest holders (all of which shall be referred to as a “Restricted Payment” for purposes of this Section 9.04(a)), except: (i) the Borrower may declare and pay Restricted Payments with respect to its Equity Interests payable solely in additional shares (or the right to acquire additional shares) of its Equity Interests (other than Disqualified Capital Stock); (ii) Restricted Subsidiaries of the Borrower may declare and pay Restricted Payments ratably with respect to their Equity Interests to its direct parent that is the Borrower or a Subsidiary Guarantor; (iii) so long as no Event as, both before and immediately after giving effect thereto, each of Default has occurred the RP/Investment Conditions is satisfied, the Borrower may declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, in each case in cash, and is continuing or would result therefromwith respect to dividends and distributions, ratably with respect to its Equity Interests; (aiv) WPZ the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Available Cash the Borrower and its Subsidiaries; and (as defined in v) the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Borrower may make Restricted Payments to WPZ and its Subsidiaries, with the net cash proceeds of a substantially concurrent sale or issuance of Equity Interests (cother than Disqualified Capital Stock) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect of the Borrower (to the exercise by any such Persons extent contributed to the Borrower and other than a sale or issuance to a Subsidiary of options, warrants the Borrower) or other rights of a substantially concurrent cash contribution to acquire the Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in (other than Disqualified Capital Stock) of the ordinary course of business, Borrower (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL extent contributed to the Borrower and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate other than a MLP Combinationcontribution by a Subsidiary of the Borrower); provided, that even if an Event the making of Default shall have occurred and is continuinga Restricted Payment within 90 days after such sale, no Subsidiary of the Borrower issuance or contribution shall be prohibited from upstreaming dividends or other payments deemed to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarysubstantially concurrent.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as that, so long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuingbe continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary may make dividends or distributions to the Company, no the Guarantors, another Restricted Subsidiary and any other Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the Borrower type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in Equity Interests (other than Disqualified Equity Interests) of such Person; (c) the Company and each Restricted Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its Equity Interests (other than Disqualified Equity Interests); (d) the Company and its Restricted Subsidiaries may pay dividends, make other distributions and/or purchase, redeem or otherwise acquire Equity Interests issued by it so that, when aggregated with all Investments permitted to be made pursuant to Section 7.02(i) and all other such dividends, distributions, purchases, redemptions and acquisitions made pursuant to this Section 7.06(d), the aggregate amount thereof does not exceed the Cumulative Available Amount; (e) the Company and its Restricted Subsidiaries shall be prohibited from upstreaming dividends permitted to make (i) prepayments or other payments redemptions prior to the Borrower or any Subsidiary stated maturity of the Borrower or makingnotes and other Indebtedness under the Existing Indentures, in but with respect to prepayment of Indebtedness under the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower2006 Indenture, dividends or payments, as the case may be, only to the other owners extent that at the time of Equity Interests in such Subsidiary; and providedimmediately after giving pro forma effect thereto, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower Available Liquidity shall be not less than an amount equal $150,000,000 and (ii) redemptions or repayments at the stated maturity date of the notes and other Indebtedness under the Existing Indentures; provided that no Loans under this Agreement may be utilized to make any such redemption or repayment of the notes or other Indebtedness under the 2006 Indenture as otherwise permitted under such clause (xii), unless, immediately after giving pro forma effect thereto, Available Liquidity shall be not less than $150,000,000; and (f) WPZ’s direct the Company may redeem, retire or indirect percentage ownership of otherwise acquire its Equity Interests from present or former officers, employees, directors or consultants (or their family members or trusts or other entities for the benefit of any of the foregoing) or make severance payments to such Persons in connection with the death, disability or termination of employment or consultancy of any such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryofficer, employee, director or consultant.

Restricted Payments. The U.S. Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (a) the U.S. Borrower or any Restricted Subsidiary may declare and pay dividends or other distributions with respect to its Equity Interests payable solely in additional shares of its Qualified Equity Interests or options to purchase Qualified Equity Interests; (b) Restricted Subsidiaries may declare and make Restricted Payments ratably with respect to their Equity Interests; (c) the U.S. Borrower may make Restricted Payments (including to permit Holdings to make Restricted Payments) pursuant to and in accordance with stock option plans or other benefit plans for present or former officers, directors, consultants or employees of Holdings, the U.S. Borrower and its Restricted Subsidiaries in an amount not to exceed $25,000,000 in any fiscal year (with any unused amount of such base amount available for use in the next succeeding fiscal year); (d) Restricted Payments or distributions to Holdings to provide funds that are used by Holdings (i) on or after the Spin-Off Date, to make Restricted Payments in respect of the Preferred Equity Interests, in an amount not to exceed $12,000,000 per fiscal year, (ii) to pay Public Company Expenses and (iii) to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the U.S. Borrower and its Subsidiaries and/or Conduent Finance, provided, however, that the amount of Restricted Payments pursuant to this subclause (iii) shall not exceed the sum of (A) (1) the taxable income of Holdings attributable to Holdings’ interest in the U.S. Borrower and the Conduent Finance multiplied by (2) the highest marginal Tax rate applicable to a corporation residing in New York, New York at such time, plus (B) any sales, use, value added or other non-income Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the U.S. Borrower and its Subsidiaries and/or Conduent Finance; (e) to the extent constituting Restricted Payments, the U.S. Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 6.07 (other than Section 6.07(a)); (f) the U.S. Borrower may make, or may make Restricted Payments or distributions to Holdings to permit it to make, repurchases of Equity Interests in Holdings, the U.S. Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (g) on or after the Spin-Off Date, so long as no Event of Default has occurred and is continuing or would result therefromarise after giving effect thereto, the U.S. Borrower may make other Restricted Payments in an aggregate amount not to exceed the sum of (ax) WPZ $100,000,000 less any amounts used to prepay Indebtedness pursuant to Section 6.06(a)(iii)(A), plus (y) the Available Amount; provided that the U.S. Borrower may only make the Restricted Payments permitted under the foregoing clause (g)(y) so long as the Total Net Leverage Ratio on a Pro Forma Basis, as of the last day of the most recent fiscal year or fiscal quarter ending immediately prior to the date on which such Restricted Payment is made and for which Financials have been delivered, would be no greater than 3.50 to 1.00; (h) on or after the Spin-Off Date, the U.S. Borrower or any Restricted Subsidiary may make unlimited Restricted Payments under this clause (h) so long as (A) on a Pro Forma Basis the Total Net Leverage Ratio as of the last day of the most recent fiscal year or fiscal quarter ending immediately prior to the date on which such Restricted Payment is made and for which Financials have been delivered does not exceed 2.00 to 1.00 and (B) no Event of Default has occurred and is continuing or would arise after giving effect thereto; (i) the U.S. Borrower may make, or may make Restricted Payments or distributions to Holdings to permit it to make, payments of Available Cash cash in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exercisable for Qualified Equity Interests of Holdings or the U.S. Borrower, including Designated Preferred Stock; (as defined in j) the Partnership Agreementdeclaration and payments of dividends on Disqualified Equity Interests permitted to be issued pursuant to Section 6.01; (k) with respect to any Quarter (as defined in the Partnership Agreement)U.S. Borrower may make, (b) each of NWP and TGPL and their respective Subsidiaries or may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officersHoldings to permit it to make, directors payments of dividends or employees with distributions to holders of any class or series of Designated Preferred Stock (other than Disqualified Equity Interests) issued after the Closing Date in an amount not to exceed the net cash proceeds of such Designated Preferred Stock received by the U.S. Borrower (other than from a Restricted Subsidiary); (l) Restricted Payments made to consummate (or to permit Holdings to consummate) the Transactions and the Spin-Off, including in respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned Separation Distribution; and (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (ym) the amount payment of all such dividends and payments made to all owners distributions within 60 days after the date of Equity Interests in declaration thereof, if at the date of declaration of such Subsidiarypayment, such payment would have complied with any other provision of this Section 6.04.

Restricted Payments. The Borrower will notNo Loan Party shall, and will not no Loan Party shall permit any of its Subsidiaries that is not a Loan Party to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, Payment other than: (a) WPZ (i) any Loan Party may make dividends or distributions to any other Loan Party, (ii) any Existing Foreign Subsidiary may make dividends or distributions to any other Existing Foreign Subsidiary and (iii) any Excluded Project Company and any Existing Foreign Subsidiary may make dividends or distributions to any Loan Party; (b) the Loan Parties may make Restricted Payments consisting of Available Cash (as defined cash payments in respect of outstanding restricted stock units issued to the Partnership Agreement) with respect to any Quarter (as defined in management or employees of the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, Borrower; and (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, so long as (di) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an no Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, there is then funds in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests Preferred Reserve Account in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to at least the Required Preferred Reserve Amount in respect of the immediately prior Quarterly Payment Date, and (xii) WPZ’s direct or indirect percentage ownership the Borrower does not reasonably expect there to exist a Shortfall Amount as of Equity Interests the immediately following Quarterly Payment Date, the Borrower may pay (A) make Restricted Payments to the holders of the Series B Preferred Stock for the purposes of paying the accrued and unpaid dividends that are then required to be paid in respect of the outstanding shares of Series B Preferred Stock pursuant to the Organizational Documents of the Borrower, and (B) make Restricted Payments to the holders of the Series B Preferred Stock for the purposes of paying the accrued and unpaid dividends that are then required to be paid in respect of the outstanding shares of Series 1 Preferred Stock pursuant to the Organizational Documents of FCE Fuel Cell Energy Ltd. (or, in lieu of paying such Subsidiary times (y) dividends, redeeming shares of Series 1 Preferred Stock in an amount otherwise equal to the amount of all such dividends and payments made to all owners of Equity Interests that would otherwise have been paid in such Subsidiaryrespect thereof).

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests other than pursuant to the Borrower’s Equity Offering, except as that, so long as no Event of Default has shall have occurred and is be continuing at the time of any action described below or would result therefrom, : (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Subsidiary may make Restricted Payments to WPZ the Borrower and its Subsidiariesany other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (cb) WPZ the Borrower may declare and its Subsidiaries make the Shareholders’ Dividend and each Subsidiary may declare and make the dividend payments or other distributions to officers, directors or employees payable in connection with respect to the exercise by any such Persons of options, warrants stock or other rights to Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests in WPZ issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, other common Equity Interests; (d) WPZ the Borrower may reimburse the General Partner for expenses pursuant to the Partnership Agreement, make Permitted Payments at any time; and (e) TGPL the Borrower may issue and NWP and their Subsidiaries may distribute cash sell shares of its common stock, so long as the Net Equity Proceeds thereof are applied to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted the prepayment of the Loans pursuant to make any Restricted Payment required to effectuate a MLP Combination; providedSection 2.05(b). Notwithstanding the foregoing, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments permitted to declare and make the Borrower or any Subsidiary of Shareholders Preferred Distribution notwithstanding the Borrower or making, in the case existence of any Subsidiary that is not wholly-owned (directly Default or indirectly) by Event of Default hereunder. Further notwithstanding the Borrowerforegoing, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal permitted to (x) WPZ’s direct cause its Subsidiaries to make payments required to be made to a Minority Owner of a Subsidiary or indirect percentage ownership of Equity Interests in Project Level Entity under such Subsidiary times (y) or Project Level Entity’s Organizational Documents or Contractual Obligations at any time, regardless of the amount existence of all such dividends and payments made to all owners any Default or Event of Equity Interests in such SubsidiaryDefault hereunder.

Restricted Payments. The Borrower Borrowers will not, and will not permit any of its their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing Payments (other than dividends or would result therefrom, distributions payable solely in its Equity Interests (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreementother than Disqualified Equity Interests)), (b) each of NWP and TGPL provided that the Borrowers and their respective Subsidiaries may make Restricted Payments to WPZ pay dividends if (x) immediately before and its Subsidiariesafter paying such dividend, no (c1) WPZ and its Subsidiaries may make payments Default or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d2) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and be continuing and (y) the Debt to Equity Ratio of each Borrower is continuing, no Subsidiary less than or equal to 7.00 to 1.00 after giving pro forma effect thereto. The limitations set forth in the immediately preceding sentence (other than subclause (x)(2) in the proviso thereto) shall not apply to any of the following items so long as the Borrowers are in compliance with Section 6.03 after giving pro forma effect thereto: (i) each Borrower shall be prohibited may (or may pay dividends to permit any direct or indirect parent thereof to) redeem in whole or in part any of its Equity Interests for another class of its (or such parent’s) Equity Interests (other than Disqualified Equity Interests) or with proceeds from upstreaming dividends substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified Equity Interests), provided that such new Equity Interests contain terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Equity Interests redeemed thereby; (ii) each Borrower may make quarterly restricted payments to the equity holders of such Borrower, for any taxable year ending after the date hereof for which such Borrower is a partnership or disregarded entity for U.S. federal income tax purposes, to fund the income tax liabilities of the direct or indirect (as applicable) equity holders of such Borrower that are attributable to the taxable income of such Borrower, in an aggregate annual amount assumed to equal the product of (x) the taxable income of such Borrower for such taxable year (computed, for the avoidance of doubt, for any taxable year for which such Borrower is a disregarded entity as if such Borrower were a partnership) reduced by any taxable loss of such Borrower with respect to any taxable year ending after the date hereof (computed, for the avoidance of doubt, for any taxable year for which such Borrower is a disregarded entity as if such Borrower were a partnership) to the extent that such taxable loss (a) has not previously been used to offset taxable income of such Borrower pursuant to this clause (x) and (b) is of a character that would permit such loss to be deducted against such taxable income for the taxable year in question and (y) the highest combined marginal federal and applicable state and/or local income tax rate (taking into account the character of the taxable income in question (e.g., long term capital gain, qualified dividend income, etc.), with respect to such income, and the deductibility, if any, of any state or local income taxes for federal income tax purposes) applicable to any direct or indirect (as applicable) equity holder of such Borrower; (iii) each Borrower or any Subsidiary of the Borrower or making, its Subsidiaries may (i) pay cash in the case lieu of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of fractional Equity Interests in connection with any dividend, split or combination thereof and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; and (iv) any Subsidiary may pay dividends to its direct parent; provided that if any such dividends are paid by a non-Wholly-Owned Subsidiary; and , such dividends shall be made ratably based on the equity xxxxxx’s interests therein (or any other amount more favorable to a Borrower), provided, further, thatthat if the proceeds of any outstanding Loans or Letters of Credit have been used for an Investment in such non- Wholly-Owned Subsidiary, any cash dividends or payments by any paid to such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower parent shall be not less than an amount equal applied to (x) WPZ’s direct prepay such Loans or indirect percentage ownership cash collateralize such Letters of Equity Interests in such Subsidiary times (y) Credit if no Loans are outstanding, at the amount option of all such dividends and payments made to all owners the Administrative Agent, without application of Equity Interests in such SubsidiarySection 3.12 or at the end of the next Interest Period(s).

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ each Subsidiary of the Borrower may make Restricted Payments to the Borrower, the Guarantors (other than Holdings) and any other Person that owns an Equity Interest in such Subsidiary of Available Cash the Borrower, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (as defined b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the Partnership AgreementEquity Interests of such Person; and (c) the payment of the Transaction Costs shall be permitted; (d) cashless repurchases or withholding of Equity Interests deemed to occur upon exercise of stock options or warrants, or the vesting of restricted stock (including restricted stock units) to the extent that such Equity Interests represent a portion of the exercise price of, or withholding obligation with respect to, such options or warrants, or restricted stock and any related payment in respect of such obligation, shall be permitted; (e) with respect to any Quarter (as defined in Tax Period that Borrower is a member of a group filing consolidated, combined or unitary federal, state or local income tax returns of which it is not the Partnership Agreement)common parent, (b) each of NWP and TGPL and their respective Subsidiaries the Borrower may make Restricted Payments to WPZ Holdings, and Holdings may make Restricted Payments to any Parent, in an amount equal to the lesser of (A) the federal, state and local income tax obligations of the Borrower and its Subsidiaries (as the case may be) determined as if the Borrower filed a tax return on a stand alone basis for itself and any of its Subsidiaries as if it were the Parent of a consolidated group and (B) the total federal, state and local income tax obligations of the consolidated group of which the Borrower is a member; (f) the Borrower may pay cash dividends to Holdings, and Holdings may pay cash dividends to any Parent, in an amount sufficient to allow (i) any Parent to purchase, redeem, or otherwise acquire or retire for value the Equity Interests of such Parent held by any future, present or former director, officer, member of management, employee or consultant of the Borrower or any of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) or (ii) any Parent to make loans or advances to any future, present or former director, officer, member of management, employee or consultant of Holdings or any of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in connection with the exercise of stock options of such Parent; provided that the aggregate amount of Restricted Payments made under this clause (f) does not exceed $2,500,000 in any calendar year or $5,000,000 in any calendar year if the Consolidated Leverage Ratio is less than or equal to 3.50:1.00 (with unused amounts in any calendar year being carried over to the two succeeding calendar years); and provided further that such amount in any calendar year may be increased by an amount not to exceed (i) (A) the cash proceeds from the sale of Equity Interests (other than Disqualified Capital Stock) to directors, officers, members of management, employees or consultants of the Borrower or of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) that occurs after the Closing Date plus (B) any cash proceeds paid in such calendar year in connection with the exercise of stock options of any Parent by any future, present or former director, officer, member of management, employee or consultant (or the estate, heirs, family members, spouse or former spouse of any of the foregoing), which are distributed to the Borrower or its Subsidiaries, less (cii) WPZ the amount of such proceeds previously applied pursuant to this clause (f); and (g) the Borrower may make Restricted Payments to Holdings, and Holdings may make Restricted Payments to any Parent: (i) the proceeds of which shall be used to (A) pay operating expenses of any Parent, the Borrower and its Subsidiaries may make payments or incurred in the ordinary course of business and other distributions to officerscorporate overhead costs and expenses (including administrative, directors or employees with respect to the exercise legal, accounting and similar expenses provided by any such Persons of optionsthird parties), warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary which are reasonable and customary and incurred in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant in an aggregate amount not to exceed $1,500,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors, officers, members of management, employees or consultants of any Parent attributable to the Partnership Agreementownership or operations of Holdings, the Borrower and its Subsidiaries and (eB) TGPL pay franchise or similar taxes and NWP other similar fees, taxes and their Subsidiaries may distribute expenses required to maintain any Parent’s corporate existence; (ii) the proceeds of which shall be used to pay fees and expenses (other than to Affiliates) related to any Equity Issuance or Debt Issuance permitted by this Agreement (whether consummated or not); (iii) the proceeds of which shall be used to make cash to WPZ payments in lieu of issuing fractional shares in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; providedthe exercise of warrants, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends options or other payments to securities convertible into or exchangeable for Equity Interests of any Parent, the Borrower or its Subsidiaries; provided that any Subsidiary such cash payment shall not be for the purpose of evading the limitations set forth in this Section 8.06 (as determined in good faith by the board of directors of the Borrower or makingSubsidiary (or any authorized committee thereof)); (iv) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers and employees of any Parent to the extent such salaries, bonuses and other benefits are directly attributable and reasonably allocated to the operations of Holdings and its Subsidiaries; (v) the proceeds of which shall be used to pay interest, at the scheduled payment dates for such interest, on the PIK Notes outstanding at the Closing Date, at the rate specified in the case PIK Notes Indenture as in effect on the Closing Date, but only to the extent that such interest payments are required to be paid in cash pursuant to the terms of the PIK Notes Indenture as in effect on the Closing Date; and (vi) the proceeds of which shall be used at any time within 90 days after Closing Date to repay Indebtedness of Holdings or any Parent existing on the date hereof in an aggregate amount not to exceed $142,426,000. (h) the Borrower may make additional Restricted Payments to Holdings, and Holdings may make additional Restricted Payments to the holders of its Equity Interests; provided that (i) no Default or Event of Default exists at the time of any Subsidiary that such dividend or distribution or would exist immediately after giving effect thereto, (ii) the Consolidated Leverage Ratio is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount or equal to 3.50:1.00 and (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (yiii) the aggregate amount of all such dividends and payments other distributions made pursuant to all owners of Equity Interests in such Subsidiarythis clause (h) shall not exceed $20,000,000.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower NCH or any Subsidiary of the Borrower to, make any Restricted Payments, except: (a) subject to the subordination provisions relating thereto, NCH may make regularly scheduled payments of interest accrued on any Subordinated Debt if and to the extent (but only if and to the extent) permitted by the express terms of the Subordinated Debt Documents governing such Subordinated Debt, which terms have been expressly approved in writing by the Administrative Agent; (b) if and to the extent that NCH has incurred Subordinated Debt, all or making, in a portion of the case proceeds of any Subsidiary that is not wholly-owned (directly or indirectly) which are contributed by NCH to the Borrower as additional equity capital of the Borrower, the Borrower may declare and pay dividends or payments, as to NCH in an amount not to exceed the case may be, amount necessary to allow NCH to pay interest accrued on the portion of such Subordinated Debt the proceeds of which have been contributed to the other owners Borrower, in accordance with its terms; (c) Subsidiaries of Equity Interests the Borrower may make Restricted Payments to the Borrower; (d) the Borrower and its Subsidiaries may make temporary loans or advances to employees, officers and directors of the Loan Parties in the ordinary course of business that do not exceed $1,000,000 in aggregate amount at any time outstanding; and (e) the Borrower may pay dividends to NCH, and NCH may pay dividends to NCI, in each case in an amount sufficient to pay the interest accrued on the Senior Notes which is payable in cash substantially concurrently with the dates upon which such Subsidiaryinterest is due; and provided, furtherhowever, thatthat no Restricted Payments may be made pursuant to clause (a), any dividends (b) or payments by any (e) preceding if a Default exists at the time of such Subsidiary that is not wholly-owned (directly Restricted Payment or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarywould result therefrom.

Restricted Payments. The Borrower will Parent shall not, and will shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except as however, that the Parent and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default has occurred and is continuing or would result therefrom, : (a) WPZ the Borrower may make Restricted Payments declare and pay cash distributions to the Parent and other holders of Available Cash (as defined partnership interests in the Partnership Agreement) Borrower with respect to any Quarter fiscal year ending during the term of this Agreement to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the greater of (as defined i) the amount required to be distributed for the Parent to remain in compliance with Section 7.13. or (ii) 95.0% of Funds From Operations; (b) the Borrower may declare and pay cash distributions to the Parent and other holders of partnership interests in the Partnership AgreementBorrower to the extent necessary for (x) the Parent to make, and the Parent may make, cash distributions to its shareholders to the extent necessary to avoid payment of taxes imposed under Sections 857(b)(1) and 4981 of the Internal Revenue Code and (y) the Parent to pay any taxes imposed under Sections 857(b)(3), (b4), (5), (6) each or (7) of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, the Internal Revenue Code; (c) WPZ and its Subsidiaries may make payments or other distributions to officersthe Parent, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary may acquire the Equity Interests of the Borrower or making, in the case of any a Subsidiary that is not wholly-owned a Wholly Owned Subsidiary; (directly or indirectlyd) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such a Subsidiary that is not wholly-owned a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (directly or indirectlye) by Subsidiaries may pay Restricted Payments to the Parent, the Borrower or any other Subsidiary; and (f) the Parent or the Borrower may make open market purchases of the issued and outstanding common stock of the Parent, and the Borrower may make distributions to the Borrower shall be not less than an amount equal Parent for the purpose of making the purchases permitted by this clause. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, (x) WPZ’s direct or indirect percentage ownership the Borrower may only declare and make cash distributions to the Parent and other holders of Equity Interests partnership interests in such Subsidiary times the Borrower with respect to any fiscal year to the extent necessary for the Parent to distribute, and the Parent may so distribute, an aggregate amount not to exceed the minimum amount necessary for the Parent to remain in compliance with Section 7.13. and (y) the amount Borrower and the Parent may make distributions referred to in the immediately preceding clause (b). If a Default or Event of all such dividends Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Parent shall not, and payments made shall not permit any Subsidiary to, make any Restricted Payments to all owners of Equity Interests in such any Person other than to the Parent or any Subsidiary.

Restricted Payments. The Borrower (a) Parent will not, and will not permit or ------------------- cause any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare or make any Restricted Paymentdividend payment, or make any other distribution of cash, property or assets, in respect of any of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or set aside funds for any of the foregoing, except that: (i) any Credit Party may declare and make dividend payments or other distributions payable solely in its Qualified Capital Stock (provided -------- that, in the case of any such dividends or distributions by the Borrower or any of its Subsidiaries, such Capital Stock is pledged to the Administrative Agent pursuant to the Borrower Pledge and Security Agreement, the Parent Pledge and Security Agreement or a Subsidiaries Pledge and Security Agreement, as applicable); (ii) each Wholly Owned Subsidiary of the Borrower may declare and make dividend payments or other distributions to the Borrower or another Wholly Owned Subsidiary of the Borrower, to the extent not prohibited under applicable Requirements of Law; (iii) the Borrower may declare and make cash dividend payments to Parent from time to time in amounts necessary to enable Parent to pay required federal, state and local income taxes in respect of that portion of its consolidated earnings attributable to the operations of the Borrower and its Subsidiaries; (iv) so long as no Default or Event of Default has shall have occurred and is continuing or would result therefrom, the Borrower may make dividend payments or other distributions of cash to Parent in an amount not in excess of (y) $2,500,000 per fiscal year solely for the purpose of paying fees and expenses of the Credit Parties, including directors' fees, less (z) the amount of any management, advisory, consulting and similar fees paid by the Borrower to Xxxxxx Xxxxx and its Affiliates during such fiscal year; and (v) so long as no Default or Event of Default shall have occurred and is continuing or would result therefrom, (ay) WPZ Parent may repurchase its Capital Stock from former management employees in connection with their termination or departure, in an aggregate amount not to exceed $12,500,000 for all such repurchases from and after the Closing Date, and (z) the Borrower may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make dividend payments or other distributions of cash to officersParent for the purpose of effecting such repurchases. (b) Parent will not, directors and will not permit or employees with cause any of its Subsidiaries to, make (or give any notice in respect of) any voluntary or optional payment or prepayment of principal on, or directly or indirectly make any redemption (including pursuant to the exercise by any such Persons change of optionscontrol provision), warrants retirement, defeasance or other rights to acquire Equity Interests in WPZ acquisition for value of, any Permitted Subordinated Indebtedness, or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary deposit or otherwise set aside funds for any of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryforegoing purposes.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment except: (a) any Restricted Subsidiary of the Borrower may declare and pay dividends or make other distributions ratably to (i) its equity holders, except as (ii) the Borrower or (iii) the Guarantors; (b) the Borrower may make Restricted Payments to redeem in whole or in part any of its Equity Interest (other than Disqualified Equity Interests) for another class of its Equity Interest or rights to acquire its Equity Interest (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interest (other than Disqualified Equity Interests); provided that the only consideration paid for any such redemption is Equity Interest of the Borrower or the proceeds of any substantially concurrent equity contribution or issuance of Equity Interest (other than Disqualified Equity Interests); (c) the Borrower may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued; (i) the Borrower or any Restricted Subsidiary may repurchase or retire its Equity Interests from present or former employees of the Borrower or any Restricted Subsidiary upon the death, disability, retirement or termination of employment of such employee and (ii) the Borrower may purchase, redeem or otherwise acquire any Equity Interest from its employees pursuant to the terms of any employee stock option or any other employee benefit plan; provided, the aggregate amount of Restricted Payments pursuant to this clause (d) shall not exceed $20,000,000 per fiscal year and $50,000,000 in the aggregate during the term of this Agreement; (e) prior to an IPO, Restricted Payments made in connection with equity compensation that consist solely of the withholding of shares to any employee in an amount equal to the employee’s tax obligation on such compensation and the payment in cash to the applicable Governmental Authority of an amount equal to such tax obligation; provided that the aggregate amount of such withholding and cash payments made during the term of this Agreement shall not exceed $25,000,000; (f) following an IPO, Restricted Payments made in connection with equity compensation that consist solely of the withholding of shares to any employee in an amount equal to the employee’s tax obligation on such compensation and the payment in cash to the applicable Governmental Authority of an amount equal to such tax obligation; provided that the aggregate amount of such withholding and cash payments made during the term of this Agreement shall not exceed $50,000,000; and (g) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of in an aggregate amount not to exceed the Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any Amount determined at such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarytime.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Event of Default has occurred and is continuing or would result therefrom, that the following shall be permitted: (a) WPZ each Subsidiary of the Borrower may make Restricted Payments pro rata to the holders of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), its Equity Interest; (b) the REIT and each of NWP Subsidiary thereof may declare and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make dividend payments or other distributions to officers, directors or employees with respect to payable solely in the exercise by any such Persons of options, warrants common stock or other rights to common Equity Interests of such Person; (c) (i) the REIT and each Subsidiary thereof may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its or its direct or indirect parent’s common stock or other common Equity Interests and (ii) the REIT and/or the Borrower may purchase, redeem or otherwise acquire limited partnership interests of the Borrower held by a limited partner thereof in WPZ exchange for Equity Interests of the REIT, so long as after giving effect to any such purchase, redemption or such Subsidiary issued pursuant to an employmentother acquisition, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course a Change of business, Control does not occur; (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may Borrower shall be permitted to declare and pay pro rata dividends on its Equity Interests or make pro rata distributions with respect thereto, in an amount for any Restricted Payment fiscal year of the REIT equal to the greater of (i) 95% of Funds From Operations for such fiscal year and (ii) such amount that will result in the REIT receiving the necessary amount of funds required to effectuate a MLP Combinationbe distributed to its equityholders in order for the REIT to (x) maintain its REIT Status and (y) avoid the payment of federal or state income or excise tax; provided, that even however, (1) if an Event of Default shall have occurred and is continuingbe continuing or would result therefrom, no Subsidiary of the Borrower shall only be prohibited permitted to declare and pay pro rata dividends on its Equity Interests or make pro rata distributions with respect thereto in an amount that will result in the REIT receiving the minimum amount of funds required to be distributed to its equityholders in order for the REIT to maintain its REIT Status and (2) notwithstanding clause (1) of this proviso, no Restricted Payments shall be permitted under this clause (d) following an acceleration of the Obligations pursuant to Section 8.02 or following the occurrence of an Event of Default under Section 8.01(f) or (g); (e) the REIT shall be permitted to make Restricted Payments with any amounts received by it from upstreaming dividends or other payments to the Borrower pursuant to Section 7.06(d); and (f) the REIT and the Borrower may purchase, redeem or any Subsidiary otherwise acquire common stock of the Borrower or making, in the case REIT and/or limited partnership interests of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiaryapplicable; and provided, further, that, any dividends or payments by that (i) the aggregate amount of cash paid for all such redemptions made pursuant to this clause (f) during the term of this Agreement shall not exceed $100,000,000 and (ii) after giving effect to any such Subsidiary that is not wholly-owned (directly purchase, redemption or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to other acquisition, (x) WPZ’s direct no Event of Default shall have occurred and be continuing or indirect percentage ownership of Equity Interests in such Subsidiary times would result therefrom and (y) the amount Loan Parties shall be in compliance, on a pro forma basis, with the provisions of all such dividends and payments made to all owners of Equity Interests in such SubsidiarySection 7.11.

Restricted Payments. The Parent Guarantors and the Borrower will ------------------- shall not, and will shall not permit any of its their respective Subsidiaries to, make any Restricted Payment, except: (a) so long as no Default or Event of Default exists both before and after giving effect to such repurchases, the Ultimate Parent may repurchase equity interests in the Ultimate Parent from former employees of the Nexstar Entities in an aggregate amount for all such repurchases pursuant to this Section 8.10(a) combined not to exceed --------------- $500,000 during any Fiscal Year, and the Subsidiaries of the Ultimate Parent may authorize, declare and/or pay Dividends to their respective shareholders, partners or makemembers in the amount necessary to provide the funds necessary to permit the Ultimate Parent to make such repurchases; (b) the Ultimate Parent may repurchase equity interests in the Ultimate Parent from former members of management of any Nexstar Entity so long as such repurchases are made from, and are equal to or agree less than the amount of, any proceeds received from any key-man life insurance policy or from capital contributions made by XXXX X.X. II, XXXX X.X. III and/or Sook (or other Persons exercising preemptive rights in connection with an issuance of Capital Stock to any of them) which are not required to be used to prepay the Loans under Section ------- 2.07(e); ------- (c) the Subsidiaries of the Borrower may make Restricted Payments to the Borrower or any Wholly-Owned Subsidiary of the Borrower; (d) so long as no Default or Event of Default exists both before and after giving effect to such Dividends and the Borrower and Nexstar Finance Holdings are each properly treated as a partnership or a disregarded entity for federal and state income tax purposes for the relevant taxable year, (i) the Borrower may authorize, declare and pay Dividends to Nexstar Finance Holdings and Nexstar Finance Holdings and the other Parent Guarantors may authorize, declare and pay corresponding Dividends to their respective shareholders, partners or makemembers for the annual income tax payments of such shareholders, partners or members, not to exceed $1,450,000 in the aggregate for all tax payments in respect of Fiscal Year 2000 (and up to 110% of the maximum permitted amount for the preceding Fiscal Year, during any Fiscal Year thereafter) and (ii) the Borrower and each Parent Guarantor may authorize, declare and pay Dividends to their respective shareholders, partners or members, as applicable, in an amount equal to the taxes, if any, due in connection with any Disposition made by such distributing Person 107 but in no event in excess of the amounts received and retained by such distributing Person (in accordance with this Agreement) in connection with such Disposition; (e) so long as no Default or Event of Default exists both before and after giving effect to such Dividends, the Borrower and each Parent Guarantor may authorize, declare and pay Dividends to their respective shareholders, partners or members, as applicable, for the purpose of (i) paying such distributing Person's share of the corporate overhead expenses of ABRY Partners, LLC or its Affiliates in an aggregate amount for all such overhead expenses not to exceed $50,000 in any Fiscal Year, and (ii) the payment of management fees to ABRY Partners, LLC or its Affiliates, so long as the aggregate amount of all such management fee payments does not to exceed $75,000 per Station per Fiscal Year and $300,000 in the aggregate for all Stations per Fiscal Year, in each case as the amount of such corporate overhead expenses and management fees may be increased annually based on the consumer price index; (f) so long as no Default or Event of Default exists both before and after giving effect to such Dividends, the Borrower may authorize, declare and pay Dividends to Nexstar Finance Holdings concurrently upon the occurrence of a Qualified Issuance or on any date which occurs prior to the 90th day after the occurrence of a Qualified Issuance, provided that (i) immediately after giving effect to such -------- Dividends, the Consolidated Senior Leverage Ratio is less than or equal to 4.00 to 1.00, (ii) the proceeds of such Dividends are concurrently used by Nexstar Finance Holdings to repay the Indebtedness and other obligations outstanding with respect to the Nexstar Finance Holdings Bridge and to repurchase or redeem the Permitted Holdings Preferred Equity and (iii) prior to the date of the making of any such Dividends, the Borrower shall have delivered to the Administrative Agent (A) a certificate signed by a Responsible Officer of the Borrower, certifying (x) compliance with clause (i) of this proviso and with each of the other financial covenants contained in Section 8.09, based on financial ------------ projections of the Borrower and its Subsidiaries attached to such certificate which have been prepared on a Pro Forma Basis for the period from the proposed date of the making of such Dividends to the Stated Maturity Date and (y) that no Default or Event of Default exists or will exist both before and after giving effect to such Dividends and (B) a Pro Forma Compliance Certificate of the Borrower prepared as of the date of the making of such Dividends, giving effect to the making of such Dividends and the repayment of Nexstar Finance Holdings Bridge and/or the repurchase or redemption of the Permitted Holdings Preferred Equity effected thereby as though such Dividends and repayment and/or repurchase or redemption had been made on the first day of the applicable Measurement Period relating to the date such Dividends are to be made; (g) so long as no Default or Event of Default exists both before and after giving effect to any such Dividends, if the Nexstar Finance Holdings Bridge has not been paid in full, the Borrower may authorize, declare and pay Dividends to Nexstar Finance Holdings from time to time for the purpose of allowing Nexstar Finance Holdings to make payments of cash interest and/or accreted value which becomes due and payable under the Nexstar Finance Holdings Bridge on or after the fourth anniversary of the Effective Date, provided that (i) the -------- proceeds of all such Dividends are concurrently used by Nexstar Finance Holdings to make such payments of cash interest 108 and/or accreted value which becomes due and payable under the Nexstar Finance Holdings Bridge after the fourth anniversary of the Effective Date and (ii) prior to the date of the making of any such Dividends, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate of the Borrower prepared as of the date of the making of each such Dividend, giving effect to each such Dividend and the related payments of cash interest and/or accreted value effected thereby, as though each such Dividend and related payments of cash interest and/or accreted value had been made on the first day of the applicable Measurement Period relating to the date each such Dividend is to be made and otherwise demonstrating that no Default or Event of Default exists both before and after giving effect to such Dividends and related payments of cash interest; (h) so long as no Default or Event of Default exists both before and after the making thereof, (i) the Borrower may authorize, declare and pay Dividends to Nexstar Finance Holdings out of the Net Issuance Proceeds of Permitted Borrower Preferred Equity, to the extent necessary to permit Nexstar Finance Holdings to effect the payments, repurchase and/or redemption of the Nexstar Finance Holdings Bridge and the Permitted Holdings Preferred Equity described in clause (ii) below and (ii) Nexstar Finance Holdings may make principal and interest payments on the Nexstar Finance Holdings Bridge and may repurchase or redeem the Permitted Holdings Preferred Equity, in each case using the proceeds of Permitted Holdings Unsecured Indebtedness incurred in compliance with Section 8.05(k), Permitted Permanent Holdings Preferred --------------- Equity issued in compliance with Section 8.05(k), equity contributions --------------- or intercompany loans made to Nexstar Finance Holdings from the other Parent Guarantors from the proceeds of any Capital Stock (other than Disqualified Stock) of the Ultimate Parent or any Permitted Parent Preferred Equity issued in compliance with Section 8.05(l) and/or --------------- Dividends received from the Borrower in compliance with clause (i) above, Section 8.10(f) and/or Section 8.10(g), as applicable; --------------- --------------- (i) Nexstar Finance Holdings may repurchase or redeem the Permitted Holdings Preferred Equity using the proceeds of equity contributions or intercompany loans made to Nexstar Finance Holdings by the other Parent Guarantors using the proceeds of equity contributions received by such other Parent Guarantors, directly or indirectly, any Restricted Paymentfrom XXXX X.X. II, except as XXXX X.X. III and/or Sook (and/or other Persons exercising preemptive rights in connection with such equity contributions by one or more of them); (j) so long as no Default or Event of Default has occurred exists both before and is continuing after the making thereof, after the fourth anniversary date of the issuance or would result therefromincurrence thereof, as applicable, (ai) WPZ the Borrower may make Restricted Payments of Available Cash (as defined authorize, declare and pay Dividends to Nexstar Finance Holdings in the Partnership Agreement) amount necessary to permit Nexstar Finance Holdings to make payments of cash interest and/or accreted value which becomes due and payable with respect to any Quarter Permitted Holdings Unsecured Indebtedness and (as defined in the Partnership Agreement), (bii) each of NWP and TGPL and their respective Subsidiaries Nexstar Finance Holdings may make Restricted Payments such cash interest and/or accreted value payments if, prior to WPZ the making of such payments of cash interest and/or accreted value by Nexstar Finance Holdings, the Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate of the Borrower prepared as of the date of the making of each such Dividend of the Borrower, giving effect to each such Dividend of the Borrower and its Subsidiariesthe related payments of cash interest and/or accreted value to be made by Nexstar Finance Holdings as though each such Dividend of the Borrower and the related payments of cash interest and/or accreted value to be made by Nexstar Finance Holdings had been made on the first day of the applicable Measurement Period relating to the date each such Dividend by the Borrower is to be made, and otherwise demonstrating that no Default or Event of Default exists both before and after giving effect to each such Dividend and related payments of cash interest and/or accreted value; (ck) WPZ so long as no Default or Event of Default exists both before and its Subsidiaries after the making thereof, the Borrower may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of optionsPermitted Seller Subordinated Indebtedness if, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant prior to the Partnership Agreementmaking of each such payment, (e) TGPL the Borrower has delivered to the Administrative Agent a Pro Forma Compliance Certificate of the Borrower prepared as of the date of the making of each such payment, giving effect to each such payment as though such payment had been made on the first day of the applicable Measurement Period relating to the date such payment is to be made, and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, otherwise demonstrating that even if an no Default or Event of Default shall have occurred exists both before and is continuingafter giving effect to such payment; and (l) so long as no Default or Event of Default exists both before and after the making thereof, no Subsidiary the Borrower may make payments of cash interest due and payable with respect to Permitted Borrower Unsecured Indebtedness and Permitted Borrower Subordinated Indebtedness if, prior to the making of such payments of cash interest, the Borrower has delivered to the Administrative Agent a Pro Forma Compliance Certificate of the Borrower shall be prohibited from upstreaming dividends or other payments prepared as of the date of the making of each such payment of cash interest, giving effect to each such payment as though such payment had been made on the first day of the applicable Measurement Period relating to the Borrower date such payment is to be made, and otherwise demonstrating that no Default or any Subsidiary Event of the Borrower or making, in the case Default exists both before and after giving effect to such payment of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarycash interest.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (i) each Subsidiary of Holdings may make Restricted Payments to Holdings, any Subsidiary of Holdings that is a Loan Party and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made and (ii) each Subsidiary of Holdings that is not a Loan Party may make Restricted Payments to any other Subsidiary of Holdings that is not a Loan Party and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) for so long as Holdings is a “pass through” entity for U.S. federal income tax purposes, Holdings may make quarterly distributions to its partners based upon the estimated taxable income of Holdings for such quarter in an amount equal to (i) the Applicable Tax Rate (as defined below) times (ii) estimated taxable income of Holdings for such quarter, as reasonably determined in good faith by Holdings’ accountants. Distributions for the final quarter of any year shall be based on the estimated taxable income of Holdings for the entire taxable year and shall take into account the prior quarterly distributions by Holdings for such year. Such amounts shall be determined separately for each Holding Entity prior to a Qualified MLP IPO. To the extent that the actual taxable income of Holdings for any Fiscal Year exceeds the sum of the foregoing quarterly estimates, then Holdings shall be entitled to make an additional distribution to its partners in an amount equal to such excess multiplied by the Applicable Tax Rate. To the extent that the actual taxable income of Holdings for any Fiscal Year is less than the sum of the foregoing quarterly estimates, then Holdings shall deduct an amount equal to such difference multiplied by the Applicable Tax Rate from the amounts it is otherwise entitled to distribute to its partners in future quarters; (d) Holdings may pay the Riverstone Monitoring Fee so long as no Default or Event of Default has occurred and is continuing at the time of such Restricted Payment and so long as no Default or Event of Default would result therefromexist after giving pro forma effect thereto; (e) Holdings may purchase from employees, former employees, directors, consultants or former directors (aor permitted transferees thereof) WPZ Equity Interests in Holdings issued under such Holdings’ incentive plans; provided that the aggregate purchase price for all such purchases by Holdings during any Fiscal Year shall not exceed $5,000,000 (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus the net cash proceeds of any “key-man” life insurance policies that have not been applied to the payment of Distributions pursuant to this clause; (f) Holdings and each Subsidiary may make Restricted Payments noncash repurchases of Available Cash Equity Interests deemed to occur upon exercise of stock options or similar equity incentive awards if such Equity Interests represent a portion of the exercise price of such options or similar equity incentive awards; (as defined in the Partnership Agreementg) with respect to any Quarter (as defined in the Partnership Agreement), (b) Holdings and each of NWP and TGPL and their respective Subsidiaries Subsidiary may make Restricted Payments to WPZ consummate the MLP Formation Transactions and its Subsidiaries, the Qualified MLP IPO; (ch) WPZ Holdings and its Subsidiaries each Subsidiary may make Restricted Payments in an aggregate principal amount not to exceed $10,000,000 to allow Holdings to make payments or other distributions to officersin cash, directors or employees with respect to in lieu of the issuance of fractional shares, upon the exercise by of warrants or upon the conversion or exchange of Equity Interests of any such Persons of options, warrants Person; (i) Holdings and each Subsidiary may make (i) prior to a Qualified MLP IPO so long as no Default or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have has occurred and is continuingcontinuing at such time and so long as no Default or Event of Default would exist after giving pro forma effect thereto, Restricted Payments in an aggregate amount not to exceed the sum of $25,000,000 and the Available Amount, and (ii) after a Qualified MLP IPO, Restricted Payments by Holdings in an amount not to exceed the MLP Distribution Amount so long as no Subsidiary Default or Event of Default has occurred and is continuing at the Borrower shall be prohibited from upstreaming dividends or other payments to time of such Restricted Payment and so long as no Event of Default would exist after giving pro forma effect thereto; (j) the Borrower or any Subsidiary of the Borrower or making, in the case payment of any Subsidiary that is not wholly-owned dividend or distribution or consummation of any irrevocable redemption with sixty (directly 60) days after the date of its declaration or indirectly) by giving the Borrower, dividends or paymentsredemption notice, as the case may be, if at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions hereof, so long as, at the time of such declaration or giving of such redemption notice, no Default or Event of Default has occurred and is continuing and, at the time of such declaration or giving of such redemption notice, no Default or Event of Default would exist after giving pro forma effect thereto; (k) to the other owners of Equity Interests in such Subsidiary; extent constituting Restricted Payments, Holdings and provided, further, that, any dividends or payments its Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 7.02, 7.04, 7.05 and 7.06; and (l) Holdings and each Subsidiary may make any Designated Dividend so long as no Default or Event of Default has occurred and is continuing at such Subsidiary that is not wholly-owned (directly time and so long as no Default or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership Event of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryDefault would exist after giving pro forma effect thereto.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ the Borrower may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) declare and pay dividends with respect to any Quarter (as defined its Equity Interests payable solely in the Partnership Agreement)additional shares of its common stock, (b) each Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for directors, management, employees or consultants of NWP the Borrower and TGPL and their respective Subsidiaries its Subsidiaries, (d) the Borrower may make Restricted Payments to WPZ LMC or its subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LMC and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect subsidiaries allocated to the exercise by Liberty Media Interactive tracking stock or any comparable successor thereto, provided that after giving pro forma effect to such Persons of optionsRestricted Payment, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of no Default shall have occurred and is be continuing, no Subsidiary of (e) the Borrower shall be prohibited from upstreaming dividends may make Restricted Payments to LMC or other payments its subsidiaries to the Borrower or pay any Subsidiary of the Borrower or making, in the case of any Subsidiary taxes that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; are due and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) payable by the Borrower and its Subsidiaries to LMC or its subsidiaries in accordance with the Tax Liability Allocation and Indemnification Agreement between the Borrower and LMC and (f) the Borrower may make Restricted Payments used solely to fund Specified Loan Purchases and “Specified Loan Purchases” under and as defined in the JPMorgan Credit Agreement. Notwithstanding the foregoing, the Borrower and its Subsidiaries shall be not permitted to declare and make and agree to pay and pay a Restricted Payment, provided that after giving pro forma effect to such Restricted Payment, (i) no Default shall have occurred and be continuing and (ii) the Consolidated Leverage Ratio shall be less than an amount or equal to (x) WPZ’s direct 3.50 to 1.00 for any Restricted Payment made on or indirect percentage ownership of Equity Interests in such Subsidiary times prior to March 30, 2010, (y) the amount of all such dividends 3.25 to 1.00 for any Restricted Payment made on or after March 31, 2010 and payments on or prior to Xxxxx 00, 0000 xx (x) 3.00 to 1.00 for any Restricted Payment made to all owners of Equity Interests in such Subsidiaryon or after March 31, 2011.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except as that: (a) so long as no Event of Default has shall have occurred and is be continuing at the time of any action described below or would result therefrom, the Borrower may declare and make (a) WPZ and each Subsidiary of the Borrower may declare and make to enable the Borrower to do the same), directly or indirectly, Restricted Payments to AES so that AES may, and AES shall be permitted to, pay any Taxes which are attributable to the Borrower’s Consolidated Net Income as part of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), a consolidated group; (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of so long as no Default shall have occurred and is continuingbe continuing at the time of any action described below or would result therefrom, no DP&L may declare and make Restricted Payments with respect to shares of DP&L preferred stock in accordance with the terms thereof; (c) any Subsidiary may declare and make Restricted Payments to the Borrower or another Subsidiary and the Borrower and any Subsidiary may declare and make any Restricted Payment as part of the Borrower shall be prohibited from upstreaming dividends or other payments to Separation Transactions; (d) the Borrower or any Subsidiary may issue common stock or any similar equity interest; and (e) so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, the Borrower or making, in the case of any Subsidiary that may make any Restricted Payment or incur any obligation (contingent or otherwise) to do so, if at the time of such action (and taking into account such action), either (i) (A) the ratio of Consolidated Total Debt to Consolidated Total Capitalization is not wholly-owned greater than 0.67 to 1.00 and (directly or indirectlyB) by the Borrower, dividends or payments, as the case may be, ratio of Consolidated EBITDA to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that Consolidated Interest Charges is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal 2.5 to 1.00, or (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (yii) the amount Borrower’s senior unsecured long-term debt at the time of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryaction shall be at least Investment Grade.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Make any Restricted Payment, except as that: (a) each Subsidiary may make Restricted Payments to the Borrower or any other Subsidiary and to any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests or with the proceeds of any substantially concurrent equity contribution; (d) [reserved]; (e) any Person may make Restricted Payments to minority shareholders of any Subsidiary that is acquired pursuant to a Permitted Acquisition or similar Investment permitted by Section 7.03 (other than 7.03(m)) pursuant to appraisal or dissenters' rights with respect to shares of such Subsidiary held by such shareholders; (f) any Person may make non-cash repurchases of Equity Interests deemed to occur upon exercise of options or warrants if such Equity Interests represent all or a portion of the exercise price of such options or warrants; (g) the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted under this Section 7.06; provided that, with respect to each Restricted Payment made pursuant to this Section 7.06 (g), (i) after giving pro forma effect to any such Restricted Payment, no Default or Event of Default shall have occurred and be continuing and (ii) after giving effect to such Restricted Payment, the Borrower and its Subsidiaries shall be in compliance, on a pro forma basis, with a Consolidated Leverage Ratio of 2.00:1.00 for the Measurement Period most recently ended on or prior to the date of such Restricted Payment; (h) [reserved]; (i) the Borrower and each Subsidiary may make additional Restricted Payments in an aggregate amount not to exceed $50,000,000 minus (i) the amount of all Investments made pursuant to Section 7.03 (p) minus (ii) the amount of all prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financings by the Borrower and its Subsidiaries made pursuant to Section 7.15(c); (j) the Borrower may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in the Borrower in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests in the Borrower; (k) so long as no Default or Event of Default has occurred and occurred, is continuing or would result therefrom, the Borrower may redeem, acquire, retire or repurchase (aincluding through the issuance of promissory notes by the Borrower or any other Loan Party) WPZ its Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of the Borrower and its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation or similar rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders' agreement; provided that the aggregate amount of all cash and Cash Equivalents paid in respect of all such Equity Interests (or any options or warrants or stock appreciation or similar rights issued with respect to any of such Equity Interests) so redeemed, acquired, retired or repurchased in any calendar year does not exceed the sum of (i) $10,000,000 plus (ii) all Net Cash Proceeds obtained by the Borrower during such calendar year from the sale of such Equity Interests to other present or former managers, officers, consultants, employees and directors in connection with any permitted compensation and incentive arrangements plus (iii) all Net Cash Proceeds obtained from any key-man life insurance policies received during such calendar year; and (l) the Borrower may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to withholding or similar Taxes payable or expected to be payable by any present or former employee, director, manager or consultant (xor their respective Affiliates, estates or immediate family members) WPZ’s direct in connection with the exercise of stock options and the vesting of restricted stock and may redeem, acquire, retire or indirect percentage ownership of repurchase (including through deemed repurchases) its Equity Interests in from such Subsidiary times (y) the amount of Persons; provided that all such dividends and payments made to all owners of Equity Interests under this clause (l) shall not exceed $25,000,000 in such Subsidiaryany fiscal year.

Restricted Payments. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries to, directly or indirectly, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as that, so long as no Event Default shall have occurred and be continuing at the time of any action described below or would result therefrom (such absence of a Default being applicable only to (a) through (d) below): (a) each Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) so long as the Borrower is a limited liability company or other pass-through entity for tax purposes, the Borrower may declare and make Restricted Payments to the Parent and the other holders of Equity Interests in the Borrower in an amount consistent with past practice and not to exceed the tax distribution amounts required to be made pursuant to Section 4.4 of the Third Amended and Restated Limited Liability Company Agreement of the Borrower as in effect on the Closing Date without giving effect to any amendments thereto after the Closing Date; (e) the Borrower may perform its obligations (including making cash payments and/or deliveries of the Parent’s common stock) under Derivatives Linked to Parent Common Stock, so long as the Parent is substantially simultaneously performing substantially the same obligations (but without regard to whether in cash or pursuant to the delivery of its common stock) under the related Derivatives Linked to Parent Common Stock; and (f) the Borrower may purchase any Convertible Mirror Notes Hxxxxx and make cash payments and/or deliveries of the Parent’s common stock upon conversion of Convertible Mirror Notes pursuant to the terms of the Convertible Mirror Notes Documents, so long as the Parent is substantially simultaneously making cash payments and/or deliveries of its common stock under the related Convertible Notes pursuant to the terms of the Convertible Notes Documents; provided that the foregoing shall not limit the making of any Restricted Payment if, at the time of making of such Restricted Payment, and after giving pro forma effect thereto (including to any Indebtedness incurred in connection therewith), no Default has occurred and is continuing continuing, or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in and the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and Consolidated Leverage Ratio is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal 1.50 to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiary1.00.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly Directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment, Payment except as long as no Event of Default has occurred and is continuing or would result therefrom, that (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Borrower may make Restricted Payments to WPZ the extent necessary to make repurchases of Securities (and its Subsidiariesoptions or warrants to purchase such Securities) of the Borrower from employees (i) upon termination (including by reason of death, disability or retirement) of such employees or (ii) pursuant to a contractual obligation of the Borrower, provided that the aggregate amount of payments under this clause (a) in any fiscal year of the Borrower shall not exceed the lesser of (A) the sum of (1) $2,500,000 and (2) any Restricted Payments permitted (but not made) pursuant to this clause (i) in prior fiscal years and (B) $5,000,000; (b) the Borrower may make Restricted Payments to the extent necessary to accomplish the payment of the fees, costs and expenses payable by the Borrower or any of the Borrower’s Subsidiaries in connection with the transactions contemplated by the Loan Documents; (c) WPZ and its Subsidiaries the Borrower may make payments or other distributions to officers, directors or employees with respect Restricted Payments and any Subsidiary of the Borrower may make Restricted Payments to the exercise by Borrower or any such Persons Subsidiary Guarantor to the extent necessary to (i) make payments of options, warrants or other rights to acquire Equity Interests interest when due in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in respect of the ordinary course of businessSenior Notes, (dii) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreementpay fees, (e) TGPL costs, expenses, indemnification, liquidated damages and NWP and their Subsidiaries may distribute cash to WPZ similar or customary obligations in connection with their participation in WPZ’s cash management program the Senior Notes and (fiii) make a voluntary prepayment (including any Person may be permitted prepayment premium in connection therewith) in order to make permit any Restricted Payment required Indebtedness incurred by the Borrower in order to effectuate a MLP Combination; providedrefinance the Senior Notes pursuant to Section 7.2(c)(ii), that even if an so long as no Default or Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends continuing or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiarybe caused thereby; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectlyd) by the Borrower Foreign Subsidiaries may make Restricted Payments to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryother Foreign Subsidiaries.

Restricted Payments. The Borrower will not, and nor will not it permit any of its Subsidiaries Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred or incur any obligation (contingent or otherwise) to do so, except: (i) the Borrower may declare and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) pay dividends with respect to any Quarter its common stock payable solely in additional shares of its common stock (as defined in the Partnership Agreementother than Disqualified Equity Interests), and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or in shares of its common stock (bother than Disqualified Equity Interests); (ii) each Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, membership or partnership interests or other similar Equity Interests; (iii) Borrower may declare and pay dividends or make other distributions to Holdings, the proceeds of NWP which are used by Holdings or a Parent to (i) purchase or redeem Equity Interests of Holdings or a Parent acquired by former or current employees, consultants or directors of Holdings, the Borrower or any Restricted Subsidiary or (ii) pay principal or interest on promissory notes that were issued in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests, provided that the aggregate amount of such dividends or other distributions under this Section 6.08(iii) shall not exceed in any fiscal year of Borrower $5,000,000 (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are available to be carried over to subsequent fiscal years of Borrower); provided that any cancellation of Indebtedness owing to the Borrower in connection with and TGPL as consideration for a repurchase of Equity Interests of Holdings (or a Parent) shall not be deemed to constitute a Restricted Payment for purposes of this Section 6.08(iii), so long as such Indebtedness was incurred solely for the purpose of purchasing such Equity Interests; provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds of key man life insurance policies received by Holdings (to the extent such proceeds are contributed to the Borrower and their respective Subsidiaries not used to fund any Restricted Payments other than those made pursuant to this Section 6.08(iii)) or any Borrower or any Restricted Subsidiary after the Effective Date (provided that the Borrower may elect to apply all or any portion of the aggregate increase contemplated by clause (1) above in any calendar year) less (2) the amount of any Restricted Payments previously made pursuant to clause (1) of this Section 6.08(iii); (iv) the Borrower may make Restricted Payments to WPZ Holdings to be used by Holdings solely to pay (or to make Restricted Payments to allow a Parent to pay) its franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by Holdings or a Parent, provided that such Restricted Payments shall not exceed $3,000,000 in any calendar year or to be used by Holdings to pay fees and expenses (other than to its Affiliates) relating to any unsuccessful debt or equity offering; (v) the Borrower may make Restricted Payments to Holdings in an amount necessary to enable Holdings to pay (or make Restricted Payments to allow a Parent to pay) the portion of any consolidated, combined or similar Taxes directly attributable to (or arising as a result of) the operations of the Borrower and the Restricted Subsidiaries, provided that (cA) WPZ the amount of such Restricted Payments shall not exceed the lesser of (x) the Tax liabilities that the Borrower and its the Restricted Subsidiaries would have been required to pay in respect of such federal, state, local and/or foreign Taxes (as applicable) were the Borrower and the Restricted Subsidiaries to pay such Taxes as stand-alone taxpayers less any such Tax payable directly by the Borrower or any Restricted Subsidiary or (y) the actual liabilities of the Parent group on a consolidated, combined or similar basis and (B) all Restricted Payments made to Holdings or a Parent pursuant to this clause (v) are used by Holdings or a Parent for the purposes specified herein within 20 days of the receipt thereof; (vi) the Borrower may make Restricted Payments to Holdings to pay management, consulting and advisory fees to the Sponsor or any Sponsor Affiliate and to reimburse any related expenses to the extent permitted by Section 6.09(j) or (r); (vii) the Borrower and the Restricted Subsidiaries may make payments or other distributions to officers, directors or employees additional Restricted Payments (and Holdings may make Restricted Payments with respect to such amounts received from the exercise by any such Persons Borrower) in an aggregate amount throughout the term of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, this Agreement not exceeding $5,000,000; (dviii) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, so long as (ex) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an no Event of Default shall have occurred and is continuingbe continuing or would result therefrom and (y) after giving pro forma effect thereto, no Subsidiary the Senior Secured Leverage Ratio as of the last day of the most recent period for which financial statements shall have been required to be delivered pursuant to Section 5.01(a) or (b) (or if prior to the first time such financial statements are so required to be delivered, as of the last day of the most recent period in respect of which financial statements of the Borrower shall be prohibited from upstreaming dividends and its Restricted Subsidiaries are available) is less than 4.50 to 1.00, Restricted Payments at any time not to exceed the Available Amount at such time; (ix) the Transaction Costs; (x) Investments in non-wholly owned Subsidiaries of Borrower or Non-Consolidated Entities, in each case permitted by Section 6.04 that would otherwise constitute Restricted Payments; (xi) the purchase, redemption or other payments acquisition or retirement for value of Equity Interests of a Qualified Restricted Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the Fair Market Value of such Equity Interests; (xii) each Restricted Subsidiary may make Restricted Payments to any Loan Party (other than Holdings); (xiii) the Borrower may cause Holdings to issue common stock and options, warrants or other equity awards with respect to its common stock under any stock option, stock incentive or similar plan approved by the direct or indirect shareholders of the Borrower (including deferred purchases under the deferred stock purchase program) and repurchase such Equity Interests to the extent (x) such repurchase is deemed to occur upon the exercise of such options, warrants or other equity awards and (y) such Equity Interests represent a portion of the purchase price of such options, warrants or other equity awards; (xiv) the Borrower may make Restricted Payments to Holdings in an aggregate amount not to exceed the cash proceeds (to the extent such proceeds are not used to increase the Available Amount and do not constitute Excluded Contributions or a Cure Amount) received by Holdings from a substantially concurrent issue of new shares of Holdings’ Qualified Equity Interests and contributed to the Borrower or any Subsidiary less the amount of Investments made pursuant to Section 6.04(xxi); (xv) the Borrower may declare and make payments under the outstanding warrants of the Borrower or making, in described on Schedule 6.08 and repurchase any of the case of any Subsidiary that is not wholly-owned foregoing; and (directly or indirectlyxvi) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments Restricted Payments made to all owners of Equity Interests in such Subsidiaryusing Excluded Contributions.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (including contingent or otherwise) to do so (other than those permitted under Section 7.03(d) or Section 7.04(d)) except as that so long as no Event of Default has shall have occurred and is be continuing at the time of any action described below or would result therefrom, : (a) WPZ may make Restricted Payments each Subsidiary (which for this purpose includes any trust or trusts formed for the purposes of Available Cash (as defined in the Partnership Agreementissuing trust preferred securities) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ the Borrower and its Subsidiariesany other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (cb) WPZ the Borrower and its Subsidiaries each Subsidiary may declare and make dividend payments or other distributions to officers, directors or employees with respect to payable in the exercise by any such Persons of options, warrants common stock or other rights to common Equity Interests of such Person; (c) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests in WPZ issued by it with the proceeds received from the substantially concurrent issuance of new shares of its common stock or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course other common Equity Interests (other than proceeds received from any substantially concurrent sale of business, Warrants); (d) WPZ the Borrower may reimburse the General Partner for expenses pursuant to the Partnership Agreementdeclare and pay or make dividends (including cash dividends), stock repurchases and distributions; (e) TGPL the Borrower and NWP and their Subsidiaries any Subsidiary may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that payment (even if an Event such payment is in the form of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments a Restricted Payment) to the Borrower or another Subsidiary that is required to be made with respect to or in connection with the terms of any Subsidiary Tax sharing, Tax allocation or other similar Tax arrangement or agreement entered into among the Borrower and its Subsidiaries; (f) the Borrower may enter into any Call Options and Warrants and may make any payment in connection with entry by the Borrower into any Call Options; provided that any other Restricted Payment to be made in connection with any Call Options and Warrants may only be made to the extent otherwise permitted by this Section 7.05 at the time such Restricted Payment is made; (g) the Borrower may make any payment in Equity Interests of the Borrower or making, in the case settlement of any Subsidiary that is not wholly-owned Warrant or in satisfaction of any obligation of the Borrower in connection with the termination, cancellation or early unwind of any Warrant; and (directly h) the Borrower may make any other payment in satisfaction of any obligation of the Borrower in connection with the termination, cancellation or indirectly) by the Borrowerearly unwind of any Warrant, dividends or payments, as the case may be, but only to the other owners extent that the amount of Equity Interests in such Subsidiary; and provided, further, that, payment is less than or equal to the amount of any dividends substantially concurrent payment or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) received by the Borrower to in connection with the Borrower shall be not less than an amount equal to (x) WPZ’s direct termination, cancellation or indirect percentage ownership early unwind of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryany Call Option.

Restricted Payments. The Borrower will notNot, and will not permit any Subsidiary to, (a) make any dividend or other distribution to any of its equity holders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of its equity holders or any Affiliate thereof, (d) make any redemption, prepayment (whether mandatory or optional), defeasance, repurchase or any other payment in respect of any Subordinated Debt or (e) set aside funds for any of the foregoing. Notwithstanding the foregoing, (i) any Portfolio Company and any Outside Company may pay pro rata dividends and other distributions to Borrower and to the other holders of the equity interests of such Portfolio Company or Outside Company; (ii) Borrower may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to Borrower and its Subsidiaries to, declare or make, or agree and to pay federal and state income taxes then due and owing by the Trust (or makeits equity holders), directly or indirectly, any Restricted Payment, except as so long as the amount of such distributions for the payment of taxes shall not be greater than they would have been had Borrower not filed consolidated income tax returns with such Person; (iii) Borrower and the Portfolio Companies may pay Management Fees to Manager, and reimburse Manager for its reasonable expenses incurred in connection with its management of Borrower, pursuant to and in accordance with the terms of the Management Fee Agreement as in effect on the date hereof and the other Management Fee Documents (provided, that (x) any amounts paid by Borrower under the Management Fee Agreement shall be net of amounts paid by Portfolio Companies to Manager or its Affiliates pursuant to Management Fee Documents to which the Portfolio Companies are party and (y) the making and receipt of payments under the Management Fee Documents shall be subject to the provisions of the Management Fee Subordination Agreement); (iv) Subsidiaries may pay Transaction Services Fees, in each case to the extent that (i) such transaction fee is reasonable and customary based on the applicable acquisition or sale and (ii) such transaction fee has been approved by the board of directors of the applicable Portfolio Company or Outside Company and by the compensation committee of Borrower; (v) Borrower may make Allocation Member Distributions; (vi) Borrower may make distributions to the Trust, for further Distribution to the equityholders of the Trust, if, after giving effect thereto and the incurrence of any Debt in connection therewith, (x) no Event of Default has exists (and, assuming any such incurrence of Debt in connection therewith had occurred and is continuing or on the first day of the then most recently ended Computation Period for which financial statements have been delivered hereunder, would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreementnot exist under Section 7.14.3), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (fy) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned either (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y1) the amount of Borrowing Availability is not less than the product of Consolidated EBITDA for the twelve month period ending on the last day of the month for which financial statements have been most recently delivered to Agent in accordance with this Agreement times 0.25, or (2) the Fixed Charge Coverage Ratio for the twelve month period (or such shorter period commencing on December 1, 2007) ending on the last day of the month for which financial statements have been most recently delivered in accordance with this Agreement, calculated with the amount of any such distribution by Borrower, together with all other such distributions by Borrower during such period of measurement, being counted as a charge in the denominator of the Fixed Charge Coverage Ratio, is greater than 1.00; and (vii) each Portfolio Company may purchase or redeem shares of its stock from employees upon or in connection with termination of their employment, provided that (x) the amount paid to or as directed by such employees in respect of all such dividends purchases and payments redemptions shall not exceed $100,000 in the aggregate for any such Portfolio Company per Fiscal Year, and (y) no such purchase or redemption shall be made to all owners of Equity Interests by a Portfolio Company at any time when such Portfolio Company is in such Subsidiarypayment default under any Intercompany Debt Document.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (unless a condition to making such Restricted Payment is that it be permitted under this Agreement), or, in the case of the Borrower or any Subsidiary thereof, issue or sell any Equity Interests, except as that: (a) each Subsidiary may make Restricted Payments, and issue Equity Interests that do not constitute Indebtedness, to the Borrower, any Subsidiaries of the Borrower that are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably (or more favorably from the perspective of the Borrower) according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) so long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of Available Cash (as defined in the Partnership Agreement) with respect Loans pursuant to any Quarter (as defined in the Partnership AgreementSection 2.03(b)(iii), the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issue of new common Equity Interests; (bd) each the Borrower may declare and pay cash dividends and distributions to Holdings for the purpose of NWP permitting Holdings to pay federal and TGPL state income taxes, franchise taxes, and their respective other taxes, fees, and assessments to the extent attributable to the business of the Borrower and its Subsidiaries; provided, that any refunds received by Holdings attributable to the Borrower or any of its Subsidiaries shall be returned promptly by Holdings to the Borrower through a common equity contribution to the Borrower; (e) the Borrower may declare or make Restricted Payments to WPZ Holdings to permit Holdings to (or may make such payments on behalf of Holdings): (i) make payments to employees, officers and its Subsidiariesdirectors expressly contemplated by Section 7.08(b), (cii) WPZ pay audit fees, legal fees, financing fees in connection with transactions permitted under this Agreement, costs of obtaining directors’ and its Subsidiaries may make payments or officers’ liability insurance, costs associated with Xxxxxxxx-Xxxxx compliance and (iii) pay other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary public company costs and overhead fees and expenses in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and ; (f) Holdings may issue (A) rights or options to acquire capital stock of Holdings pursuant to employee stock purchase plans, director or employee option plans and other employee benefit plans and (B) common stock upon the exercise of options issued under, or pursuant to, employee stock purchase plans, director or employee option plans and other employee benefit plans; and (g) Holdings may accrue dividends on any Person of its Capital Stock; provided that such dividends may not be permitted paid in cash or otherwise (other than in shares of such Capital Stock including the Preferred Stock); (h) any Foreign Subsidiary may issue capital stock to make any Restricted Payment Persons resident in to the extent required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary by the laws of the Borrower shall be prohibited from upstreaming dividends or other payments jurisdiction in which it is organized to the Borrower or any Subsidiary comply with requirements of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryLaw.

Restricted Payments. The Borrower will notNo Credit Party shall, and will not no Credit Party shall suffer or permit any of its Subsidiaries to, (i) declare or makemake any dividend payment or other distribution of assets, properties, cash, rights, obligations or agree securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends to the Borrower or makeany Wholly-Owned Subsidiary of the Borrower, directly and except that: (a) Holdings may declare and make dividend payments or indirectlyother distributions payable solely in its Stock or Stock Equivalents; and (b) Borrower may make distributions to Holdings to enable Holdings to make distributions to Essex to reimburse Essex for reasonable, out-of-pocket expenses incurred by Essex for the direct benefit of the Credit Parties (including, the Credit Parties’ allocable share of audit expenses) in an amount not to exceed $500,000 in the aggregate for any Restricted PaymentFiscal Year of Borrower; provided, except as long as that no Credit Party shall be permitted to reimburse Essex for overhead costs and expenses; (c) commencing on the first anniversary of the Closing Date and for each Fiscal Year thereafter, on a quarterly basis, the Borrower may make distributions to Holdings which are immediately used by Holdings to make distributions to Essex, provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would arise as a result therefromof such Restricted Payment; (ii) after giving effect to such Restricted Payment, the Consolidated Senior Leverage Ratio for the most recent Fiscal Quarter for which financial statements have been delivered, would not exceed would not exceed 4.00 to 1.00; (aiii) WPZ may make after giving effect to such Restricted Payments Payment, the Consolidated EBITDA of Available Cash Holdings for the last twelve months ended as of the most recent fiscal month for which financial statements have been delivered is not less than $12,000,000; (as defined iv) Availability for each day in the Partnership Agreementsixty (60) with respect day period immediately preceding the date of such Restricted Payment, on a pro forma basis, assuming such Restricted Payment was made on the first day of such period and on the date of such Restricted Payment after giving effect thereto, is not less than $10,000,000; and (v) the Borrower shall have notified Agent and Lenders of such proposed distribution at least fifteen (15) days prior to any Quarter making such distribution and shall describe the amount of the proposed distribution and at or prior to making such distribution, the Borrower shall have delivered to Agent a certificate of a Responsible Officer of Holdings to the effect that the conditions in clauses (as defined in the Partnership Agreementi) through (iv) above have been satisfied and setting forth calculations for clauses (ii), (biii) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments (iv) above, which certificate shall be in form reasonably satisfactory to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, Agent; and (d) WPZ Until such time as the Borrower has entered into the New DLL Facility, Borrower may reimburse the General Partner for expenses pursuant make distributions to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash Holdings to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted enable Holdings to make any Restricted Payment required distributions to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred Essex to reimburse Essex for interest and is continuing, no Subsidiary of amortization payments made by Essex under the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, DLL Facility in the case of any Subsidiary that is not wholly-owned accordance with (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests and in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal not to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (yexceed) the amount schedule of all such dividends interest and amortization payments made to all owners of Equity Interests in such Subsidiaryset forth on Schedule 5.11(d).

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted PaymentPayment or Restricted Purchase, or incur any obligation (contingent or otherwise) to do so, except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ may the Borrower may, during any taxable year, declare or make Restricted Payments if the Borrower's Consolidated Leverage Ratio, as of Available Cash the end of the preceding taxable year, is less than or equal to .55 to 1.00; provided, however, that if the Borrower's Consolidated Leverage Ratio is greater than .55 to 1.00 as of the end of any taxable year, the Borrower may, during the next taxable year, declare or make Restricted Payments in an amount not to exceed the greater of (as defined in i) 95% of funds from operations for the Partnership Agreementtaxable year, adjusted to include gains (or losses) with respect from sales of property, (ii) 110% of taxable income for the taxable year or (iii) the minimum amount required to any Quarter (as defined in the Partnership Agreement), maintain REIT status; (b) each of NWP and TGPL and their respective Subsidiaries the Consolidated Entities may make Restricted Payments to WPZ the Borrower and its Subsidiaries, to any other Consolidated Entities; (c) WPZ the Borrower and its Subsidiaries the Consolidated Entities may make cash distributions to their respective shareholders or other owners for capital gains resulting from certain assets sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Code; (d) any Consolidated Entity (other than the Borrower) may make payments to any partner, member or shareholder of such Person required to be made pursuant to any contractual obligations of such Person or the Organization Documents of such Person (other than distributions to officers, directors or employees with respect to the exercise by any such Persons equity holders of options, warrants or other rights to acquire Equity Interests the Borrower in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, their capacity as such); and (e) TGPL so long as there does not exist at such time and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and would not be caused thereby, (fi) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuingunder this Agreement, no Subsidiary or (ii) any other Event of Default which has not been cured or waived by the Required Lenders within a period of ninety (90) days from the date that the Borrower shall be prohibited from upstreaming dividends knew or other payments to should have known of such Event of Default, the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarymake Restricted Purchases.

Restricted Payments. The Borrower Parent Group will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except return any capital or make any distribution of its Property to its Equity Interest holders, except: (i) the Parent and OP LLC may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Subsidiaries of the Parent may declare and pay dividends ratably with respect to their Equity Interests, (iii) the Parent and OP LLC may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) the Parent Group may make payments to former employees in connection with the termination of such former employee’s employment in an aggregate amount not to exceed $750,000 in any calendar year for the purpose of repurchasing Equity Interests in any member of the Parent Group, as long as applicable, issued to such former employee pursuant to stock option plans or other benefit plans for management or employees of the Parent and its Subsidiaries, (v) any Credit Party may pay the purchase price for any Permitted Bond Hedge Transaction(s), (vi) the Parent may pay cash and/or deliver common stock upon the settlement, termination or redemption of any Permitted Warrant Transaction(s), (vii) the Parent may pay cash and/or deliver common stock in satisfaction of the Parent’s obligations in respect of the Convertible Notes whether upon conversion of such securities, upon the occurrence of a change of control (or similar event, however so defined by the terms of such securities) or other customary mandatory prepayment or redemption event permitted by Section 9.04(b)(i), upon repurchase of such securities pursuant to a Redemption thereof otherwise permitted by this Agreement or at maturity of such securities, (viii) each member of the Parent Group shall be permitted to make other Restricted Payments provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (aB) WPZ the Leverage Ratio, calculated on a Pro Forma Basis, is less than 3.0 to 1.0 and (C) the Available Commitment after giving effect thereto is not less than 20% of the total Commitments then in effect, and (ix) the Credit Parties may make Restricted Payments of Available Cash the Ohm Special Dividend (as defined in the Partnership Merger Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary and in accordance with the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Merger Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiary.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any dividend or distribution on any class of its Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of Capital Stock or Indebtedness (other than Non-Recourse Indebtedness of the Borrower and its Subsidiaries) subordinated to the Obligations of the Borrower or any Guarantee thereof or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Borrower solely in shares of any class of its common stock, (ii) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary, on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries, (iii) to the extent that the Borrower is a REIT, cash dividends and distributions paid on the common stock of the Borrower to the extent necessary for Borrower to maintain its status as a REIT and to avoid incurring any corporate level income taxes and any excise taxes including those under Sections 857(b) and 4981 of the Code; (iv) to the extent that the Borrower is a REIT, cash distributions paid on the common stock of the Borrower of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Code; and (v) other cash dividends and distributions paid on the common stock of the Borrower so long as after giving pro forma effect to such dividends and distributions, together with the cash dividends and distributions paid pursuant to clauses (iii) and (iv) above, no Default or Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiary.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Subsidiary may make Restricted Payments to WPZ the Borrowers, any Subsidiaries of the Parent Borrower that are Guarantors and its Subsidiariesany other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (cb) WPZ the Parent Borrower and each of its Subsidiaries may declare and make dividend payments or other distributions to officers, directors or employees with respect to payable solely in the exercise by any such Persons of options, warrants common stock or other rights to acquire common Equity Interests in WPZ of such Person; (c) the Parent Borrower may purchase, redeem or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in otherwise acquire its Equity Interests with the ordinary course proceeds received from the substantially concurrent issue of business, new Equity Interests; (d) WPZ the Borrowers may reimburse the General Partner for expenses pursuant declare and pay cash dividends to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) Holdings or any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary other direct parent of the Borrower shall be prohibited from upstreaming dividends or other payments Borrowers in amounts not to the Borrower exceed amounts necessary to permit Holdings or any Subsidiary other direct parent of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or paymentsBorrowers, as the case may be, to pay (i) reasonable and customary corporate or limited liability company expenses and operating expenses relating to maintaining their ownership interest in the Borrowers (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other owners amounts payable to officers and employees in connection with their employment in the ordinary course of Equity Interests in business and to board of director observers), (ii) franchise fees or similar taxes and fees required to maintain their corporate or limited liability company existence and (iii) for any taxable period during which the Borrowers are a member of a consolidated, combined, unitary or similar tax group of which Holdings is the common parent, the amount of any Taxes that the Borrowers and their Subsidiaries would have been required to pay for such Subsidiary; year had the Borrowers and provided, further, that, any dividends their Subsidiaries paid such taxes as a stand-alone taxpayer (or payments stand-alone group) (reduced by any such Subsidiary that is not wholly-owned (taxes paid directly or indirectly) by the Parent Borrower or any of its Subsidiaries); (e) so long as no Default shall have occurred and be continuing (or would result therefrom) the Borrowers may pay dividends to Holdings and Holdings may use the Borrower proceeds thereof to, in each case, repurchase, redeem or otherwise acquire or retire Equity Interests of Holdings held by officers, directors or employees of such Persons, as the case may be, and its Subsidiaries (or their estates or trusts) upon the death, disability, retirement or termination of employment of any such officer, director or employee; provided that the aggregate amount of payments to Holdings by the Borrowers under this clause (e) will not exceed $10,000,00015,000,000 in any Fiscal Year of the Borrowers (with the unused portion of such scheduled amount available for use in anythe succeeding Fiscal Year); (f) so long as no Default shall have occurred and be not less than continuing (or would result therefrom), other Restricted Payments in an amount equal not to exceed (x) WPZ’s direct $5,000,000 in any Fiscal Year (with the unused portion of such scheduled amount available for use in any succeeding Fiscal Year) or indirect percentage ownership of Equity Interests in such Subsidiary times (y) $20,000,000 in the aggregate; (g) other Restricted Payments so long as the RP Conditions are satisfied; (h) the Borrowers shall be permitted to make other Restricted Payments in an aggregate amount of all such dividends and payments made not to all owners of exceed $7,000,000 in order to allow Holdings to purchase, redeem or otherwise acquire its Equity Interests from stockholders of Holdings other than the Sponsors; and (i) Restricted Payments on or about the Amendment No. 1 Effective Date in such Subsidiaryconnection with the Transactions.

Restricted Payments. The Borrower will notNot, and will not permit any other Loan Party to, (a) make any distribution to any holders of its Subsidiaries toCapital Securities, declare (b) purchase or makeredeem any of its Capital Securities, (c) pay any management fees or similar fees to any of its equity holders or any Affiliate thereof, (d) make any redemption, prepayment, defeasance, repurchase or any other payment in respect of any Subordinated Debt, or agree (e) set aside funds for any of the foregoing. Notwithstanding the foregoing, (i) so long as the Total Funded Debt to pay or make, directly or indirectlyEBITD Ratio is less than 1.50 to 1.00 and no Event of Default exists, any Restricted PaymentSubsidiary may pay dividends or make other distributions to the Borrower or to a domestic Wholly-Owned Subsidiary and Borrower may pay dividends, except as repurchase its Capital Securities, or make other distributions to its owners in respect of its Capital Securities, (ii) the Borrower may make Permitted Tax Distributions, (iii) so long as no Event of Default has occurred and is continuing or Unmatured Event of Default exists or would result therefrom, (a) WPZ the Borrower may make Restricted Payments pay distributions if the Borrower elects to be taxed as either an “S” corporation or a partnership for federal income tax purposes, in amounts necessary to cover federal, state and local income tax liabilities payable solely as a result of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary income of the Borrower being included in such member’s tax returns which distributions shall be prohibited in amounts, as determined by an independent certified public accountant reasonably acceptable to Lender, necessary to pay such member’s tax obligations based upon such income derived from upstreaming dividends the Borrower as if such member were taxable at a marginal rate of 45% (subject to increase with any increases in federal or state tax rates that cause an actual increase to such marginal rate); and (iv) the Borrower may make regularly scheduled payments of interest and other payments amounts in respect of Subordinated Debt to the Borrower or any Subsidiary of extent permitted under the Borrower or makingsubordination provisions thereof. Notwithstanding the foregoing, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, Lender hereby consents to the other owners of Equity Interests in such Subsidiary; and providedOne-Time Dividend. Except as set forth herein, furtherno additional dividends, thatdistributions, any dividends inter-company transfers, or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower cash advances shall be not less than an amount equal to (x) WPZpermitted without Xxxxxx’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryprior written consent.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, except: (a) WPZ each Restricted Subsidiary may make Restricted Payments of Available Cash to any BorrowerSTBV and to other Restricted Subsidiaries (as defined and, in the Partnership Agreementcase of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to (i) with respect a BorrowerSTBV or such Restricted Subsidiary and (ii) to any Quarter (as defined in the Partnership Agreementeach other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests), ; (b) the BorrowersSTBV and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Equity Interests) of NWP such Person; (c) the Original Borrowers and TGPL the Restricted Subsidiaries may make Restricted Payments necessary to consummate the Transactions; (d) to the extent constituting Restricted Payments, the BorrowersSTBV and their respective the Restricted Subsidiaries may enter into transactions expressly permitted by Section 7.04, Section 7.05 or Section 7.08; (e) the BV BorrowerSTBV and the Restricted Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, Parent: (ci) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect the proceeds of which will be used by the Parent for distribution to the exercise Ultimate Parent to pay (or to make a Restricted Payment to enable it to pay) the tax liability for each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns filed by or on behalf of the Ultimate NYDOCS01/1760806.13 Parent; provided that such proceeds are limited to the tax liability attributable to the BV BorrowerSTBV and the Restricted Subsidiaries determined as if the BV BorrowerSTBV and the Restricted Subsidiaries filed separately; (ii) the proceeds of which shall be used by the Parent for distribution to the Ultimate Parent to pay (or to make a Restricted Payment to enable it to pay) the Ultimate Parent’s (or any such Persons Ultimate Parent Entity’s) operating expenses incurred in the ordinary course of optionsbusiness and other corporate overhead costs and expenses (including, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employmentwithout limitation, equity awardadministrative, equity option or equity appreciation agreement or plans entered into legal, accounting and similar expenses provided by WPZ or such Subsidiary third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $20,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of the Ultimate Parent (dor any Ultimate Parent Entity) WPZ may reimburse the General Partner for expenses pursuant attributable to the Partnership Agreement, ownership or operations of the BorrowersSTBV and the Restricted Subsidiaries; (eiii) TGPL and NWP and their Subsidiaries may distribute cash the proceeds of which shall be used by the Parent for distribution to WPZ in connection with their participation in WPZ’s cash management program and the Ultimate Parent to pay (f) any Person may be permitted or to make any a Restricted Payment to enable it to pay) franchise taxes and other fees, taxes and expenses required to effectuate maintain the Ultimate Parent’s (or any Ultimate Parent Entity’s) corporate existence; (iv) the proceeds of which will be used by the Parent for distribution to the Ultimate Parent to pay (or to make a MLP Combination; providedRestricted Payment to enable it to pay) for the repurchase, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends retirement or other payments to the Borrower acquisition or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners retirement for value of Equity Interests of the Ultimate Parent held by any future, present or former employee, director, officer, member of management or consultant of the Ultimate Parent or any of its Subsidiaries (or the estate, family members, spouse or former spouse of any of the foregoing); provided that the aggregate amount of Restricted Payments made under this clause (e)(iv) does not exceed in such Subsidiaryany calendar year $20,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years); and provided, further, that, provided further that such amount in any dividends or payments calendar year may be increased by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal not to exceed (x1) WPZ’s direct or indirect percentage ownership the cash proceeds from the sale of Equity Interests in to employees, directors, officers, members of management or consultants of the Ultimate Parent or of its Subsidiaries that occurs after the Closing Date to the extent such Subsidiary times proceeds constitute Eligible Equity Proceeds plus (y2) the amount of all such dividends and payments made any cash bonuses otherwise payable to all owners employees, directors, officers, members of management or consultants of the Ultimate Parent or any of its Subsidiaries (or the estate, family members, spouse or former spouse of any of the foregoing) in connection with the Transactions that are foregone in return for the receipt of Equity Interests of the Ultimate Parent pursuant to a deferred compensation plan of such Person plus (3) the cash proceeds of key man life insurance policies received by the Ultimate Parent (to the extent such proceeds are contributed to the BV BorrowerSTBV) or any BorrowerSTBV or any Restricted Subsidiary after the Closing Date (provided that the BV Borrower may elect to apply all or any portion of the aggregate increase contemplated by clauses (1), (2) and (3) above in any calendar year) less (4) the amount of any Restricted Payments previously made pursuant to clauses (1), (2) and (3) of this clause (e)(iv); (v) to finance any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Subsidiary.Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment or at future times as may be scheduled at the time of such closing or consummation to be made thereafter in connection therewith and (B) the Ultimate Parent shall, immediately following the closing or consummation thereof, cause or have caused (1) all property acquired (whether assets or Equity Interests) to be contributed to a BorrowerSTBV or aanother Loan Party (or a Person that will become a Loan Party upon receipt of such contribution) or (2) the merger NYDOCS01/1760806.13

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests in any Subsidiary of Parent, except as that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to Borrower and Guarantors, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) with respect to any particular fiscal year of Borrower or its Subsidiaries, and if and for so long as Borrower or such Subsidiary shall not be a separately taxable entity for federal or state income tax purposes, any and all cash dividends or other such distributions made by Borrower or the applicable Subsidiary to its members to the extent necessary to enable such members to pay those federal or state income taxes of such members which are directly attributable to Borrower’s or such Subsidiary’s income and gain; (c) Parent, Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other Equity Interests of such Person; (d) Borrower may declare and pay cash dividends to Parent (not more often than once each fiscal quarter) on account of (1) income taxes required to be paid by Parent on behalf of Borrower and (2) actual corporate overhead expenses of Parent in an amount not to exceed $3,000,000 in the aggregate in any fiscal year; (e) Borrower may declare and pay dividends to Parent in an amount not to exceed in the aggregate in any calendar year the cash interest due and payable in such calendar year on Subordinated Debt permitted hereunder, provided that (i) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom, (aii) WPZ may make Restricted Payments the entire net proceeds of Available Cash such Subordinated Debt shall have been contributed to Borrower as equity capital, (as defined iii) the holders of the Subordinated Debt are then entitled to receive cash payments of interest in compliance with the subordination provisions and restrictions contained in the Partnership Agreementinstruments evidencing such Subordinated Debt and such cash interest (or dividend) with payments are then due and payable, and (iv) such dividend shall be paid by Borrower to Parent no earlier than the date five Banking Days prior to the date on which such cash interest payment in respect of the Subordinated Debt is actually paid by Parent to any Quarter the holders thereof; (as defined in the Partnership Agreement), (bf) each of NWP and TGPL and their respective Subsidiaries Parent may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officersrepurchase stock owned by employees, directors or employees with respect to the exercise by any such Persons and consultants of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses Parent pursuant to the Partnership Agreementterms of any employment, (e) TGPL consulting or other stock restriction agreements at such time as any such employee, director or consultant terminates his or her affiliation with Parent, provided that no Default or Event of Default shall exist either immediately prior to or after giving effect to such repurchase, and NWP and their Subsidiaries may distribute cash to WPZ provided further that the total amount paid in connection with their participation therewith by Parent shall not exceed $500,000 (or its equivalent in WPZ’s cash management program and (fanother currency) in any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; providedyear, provided that even if an no Default or Event of Default shall have occurred and is continuingbe continuing or would result therefrom; (g) Borrower and each Subsidiary may purchase, no Subsidiary redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of the Borrower shall be prohibited from upstreaming dividends new shares of its common stock or other payments common Equity Interests; and (h) Parent may repurchase its stock from its shareholders, and Borrower may make dividends to Parent in amounts equal thereto, provided that (i) no Default or Event of Default shall exist either immediately prior to or after giving effect to each such repurchase and (ii) the Borrower or any Subsidiary of the Borrower or making, total amount paid in connection with all such repurchases made pursuant to this clause (h) shall not exceed $50,000,000 in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by aggregate from and after the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryClosing Date.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contribution, except as that, so long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party; (b) the Borrower Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person, so long as such dividends do not result in a Change of Control; (c) if the Payment Conditions are satisfied, the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with cash; and (d) if the Payments Conditions are satisfied, the Parent may declare or pay cash dividends to its stockholders. Notwithstanding the foregoing, with respect to a Restricted Payment in respect of Material Intellectual Property (or of the Equity Interests of any Person owning Material Intellectual Property) (other than to a Loan Party), such Restricted Payment shall not be permitted unless the recipient thereof agrees in writing to be bound by a non-exclusive, irrevocable (until the Obligations have been paid in full) royalty-free license of such Material Intellectual Property in favor of the Agent for use in connection with the exercise of rights and remedies of the Secured Parties under the Loan Documents in respect of the Collateral, which license shall be prohibited from upstreaming dividends or other payments substantially similar to the Borrower or any Subsidiary license described in Section 6.1 of the Borrower Security Agreement (or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, otherwise reasonably satisfactory to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryAgent).

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayment (including pursuant to any Synthetic Purchase Agreement); provided, except that, so long as it is permitted by law, and so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom (it being understood and agreed that this proviso shall not be applicable to the payments referred to in subclauses (ii), (iii) and (iv) of clause (c) below), (a) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders, any Subsidiary may declare and pay dividends or make distributions to its equity holders solely in Equity Interests, and any Subsidiary may declare and pay dividends or make distributions directly or indirectly to the Borrower, (b) Restricted Payments may be made as required by or pursuant to the ESOP Plan Documents or by Section 401(a)(28) of the IRC or any substantially similar requirement of law, (c) Borrower may make regularly scheduled payments of interest in respect of any (i) Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in, the indenture or other agreement pursuant to which such Indebtedness was issued, (ii) Second Lien Obligations, (iii) Third Lien Obligations and (iv) Indebtedness in respect of the Remaining Unsecured Notes, (d) payments of Earn Out Indebtedness will be permitted; provided that both immediately prior to and after giving effect to the incurrence thereof, (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ay) WPZ may make Restricted Payments of Available Cash (as defined Borrower will be in pro forma compliance with the Partnership Agreement) with respect to any Quarter (as defined covenants set forth in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, Section 7, (e) TGPL and NWP and their Subsidiaries Borrower may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and consummate a Permitted Redemption and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary Permitted Refinancings of the Borrower shall be prohibited from upstreaming dividends or other payments to Second Lien Obligations and the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryThird Lien Obligations.

Restricted Payments. (a) The Borrower will Parent shall not, and will shall not permit any of its Subsidiaries to, effect any Restricted Payment of the type described in clause (b) or (c) of the definition of Restricted Payment unless (x) immediately before and immediately thereafter, no Default or Event of Default exists, and (y)(i) such Restricted Payment consists of the acquisition by the Borrower or a Subsidiary of the Borrower of common stock or other equivalent common Equity Interests of a Subsidiary or (ii) in the case of any other Restricted Payment, (A) the ratio described in Section 9.1.(b) of this Agreement equals or exceeds 1.50 to 1.00 and (B) Total Indebtedness of the Parent and all Subsidiaries determined on a consolidated basis immediately prior to giving effect to such Restricted Payment equals or exceeds Total Indebtedness of the Parent and all Subsidiaries determined on a consolidated basis immediately thereafter. (b) Prior to January 1, 2010, the Parent shall not, and shall not permit the Borrower to, declare or pay dividends on its respective common stock or other equivalent common Equity Interests (excluding any Preferred Equity Interest convertible into common stock or other equivalent common Equity Interest until so converted); provided, that the Borrower may pay cash dividends to the Parent and other holders of partnership interests in the Borrower with respect to any fiscal year ending prior to January 1, 2010 to the extent necessary for the Parent to distribute, and the Parent may so distribute, cash dividends to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the Parent to remain in compliance with Section 7.14. (c) Notwithstanding the immediately preceding subsections, if a Default or Event of Default exists, the Parent shall not, and shall not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, Payment except as long as no Event of Default has occurred and is continuing (x) to the Parent or would result therefromany Subsidiary, (ay) WPZ may make Restricted Payments any Subsidiary of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Borrower that is not a Wholly Owned Subsidiary may make Restricted Payments to WPZ the extent required by the organizational documents of such Subsidiary and its Subsidiaries, (cz) WPZ the Borrower may pay cash dividends to the Parent and its Subsidiaries may make payments or other distributions to officers, directors or employees holders of partnership interests in the Borrower with respect to any fiscal year ending during the exercise by any such Persons term of optionsthis Agreement to the extent necessary for the Parent to distribute, warrants or other rights and the Parent may so distribute, cash dividends to acquire Equity Interests its shareholders in WPZ or such Subsidiary issued pursuant an aggregate amount not to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary exceed the amount required to be distributed for the Parent to remain in the ordinary course of business, compliance with Section 7.14. (d) WPZ may reimburse Notwithstanding the General Partner for expenses immediately preceding subsections, if a Default or Event of Default specified in Section 10.1.(a), Section 10.1.(b), Section 10.1.(f) or Section 10.1.(g) shall exist, or if as a result of the occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 10.2.(a), the Partnership AgreementParent shall not, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) shall not permit any Person may be permitted to Subsidiary to, make any Restricted Payment required Payments to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary any Person other than to the Parent or any Subsidiary. (g) Section 10.1.(e)(i) of the Borrower shall be prohibited from upstreaming dividends or Credit Agreement is restated in its entirety as follows: (i) The Parent, the Borrower, any other payments to the Borrower Subsidiary or any Subsidiary other Loan Party shall fail to pay when due and payable, within any applicable grace or cure period, the principal of, or interest on, any Indebtedness (other than the Loans and Reimbursement Obligations, Indebtedness in respect of the Borrower or making, in the case Derivatives Contracts and Nonrecourse Indebtedness of any Subsidiary that is not wholly-owned an Acquired Mezzanine Debt Entity) having an aggregate outstanding principal amount of $25,000,000 or more (directly or indirectly) by the Borrower, dividends $150,000,000 or payments, as more in the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned Nonrecourse Indebtedness) (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made Indebtedness being referred to all owners of Equity Interests in such Subsidiary.as “Material Indebtedness”);

Restricted Payments. The Borrower will not, and nor will not it permit any of its Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefromincur any obligation (contingent or otherwise) to do so, except, that: (a) WPZ Borrower may make Restricted Payments repurchase shares of Available Cash its common stock in connection with the Tender Offer provided the aggregate amount paid by Borrower to repurchase such shares (as defined excluding the expenses incurred in the Partnership Agreementconnection therewith) does not exceed $300,000,000; (b) Borrower may declare and pay dividends ratably with respect to its common stock in an aggregate amount not to exceed $30,000,000 in any Quarter (as defined in fiscal year of the Partnership Agreement), (b) each of NWP Borrower and TGPL and their respective Subsidiaries may make Restricted Payments declare and pay dividends ratably with respect to WPZ and its Subsidiaries, their common stock; (c) WPZ Borrower and its Subsidiaries any Subsidiary may make regularly scheduled interest and principal payments or other distributions to officers, directors or employees with as and when due in respect to the exercise by of any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, Indebtedness; (d) WPZ Borrower and any Subsidiary may reimburse the General Partner for expenses pursuant refinance any Indebtedness to the Partnership Agreement, extent permitted by Section 6.01; (e) TGPL Borrower and NWP and their Subsidiaries any Subsidiary may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and pay secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (f) Borrower and any Person Subsidiary may be prepay permitted Purchase Money Indebtedness; and (g) In addition to the Restricted Payments permitted by paragraphs (a) through (f) of this Section 6.06, the Borrower may declare and make any other Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event if: (i) as of Default shall have occurred the date of any such proposed Restricted Payment and is continuingafter giving effect thereto, no Subsidiary Default exists; (ii) either: (A) the Borrower’s Senior Leverage Ratio calculated after giving proforma effect to Restricted Payment to be made for the most recently ended fiscal quarter of Borrower prior to the date of such Restricted Payment shall not exceed 2.00 to 1.00, or (B) if such Senior Leverage Ratio as so calculated for such date is more 2.00 to 1.00, then the sum of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) aggregate amount paid by the Borrower to for such Restricted Payments made under the Borrower shall be not less than an amount equal to permission of this paragraph (xg) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the then current fiscal year plus the aggregate amount of all such dividends and payments the Restricted Payment to be made to all owners of Equity Interests in such Subsidiarydoes not exceed $50,000,000.

Restricted Payments. The Borrower will notNo Credit Party shall, and will not nor shall it permit any of its Restricted Subsidiaries to, declare or makedeclare, order, pay any sum for, or agree to pay set apart assets for a sinking or make, directly or indirectlyother analogous fund for, any Restricted PaymentPayment (other than in connection with a Permitted Refinancing therefor) except that: (a) any Restricted Subsidiary of Borrower may declare and pay dividends or make other distributions to (i) its equity holders on a ratable basis, except as (ii) Borrower or (iii) Guarantors; (b) Borrower may make Restricted Payments with proceeds from substantially concurrent issuances of Equity Interests; (c) Borrower may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued; (d) Borrower may enter into and purchase its Equity Interests pursuant to any accelerated stock repurchase agreement, forward contract or other similar agreement and perform its obligations thereunder, provided that such repurchase of its Equity Interests is otherwise permitted under clause (b), clause (f) or clause (g) of this Section 6.04 (for the avoidance of doubt, the amount of all Restricted Payments made to purchase Equity Interests pursuant to this clause (d) shall be determined based upon the net cash payments made after settlement of all payments and obligations pursuant to the terms of such accelerated stock repurchase agreement, forward contract or other similar agreement); (e) Borrower may purchase Bond Xxxxxx in connection with the issuance of Convertible Notes permitted by Section 6.01; (f) so long as no Event of Default has occurred and is continuing or would result therefrom, Borrower and its Restricted Subsidiaries may make other Restricted Payments in an aggregate amount for all such Restricted Payments under this clause (af) WPZ and all Investments under Section 6.06(o) not to exceed $75,000,000 during the term of this Agreement; (g) so long as no Event of Default has occurred and is continuing or would result therefrom, Borrower may make Restricted Payments if, at the time of Available Cash the making of such Restricted Payment, the Total Leverage Ratio for the Test Period then last ended (as defined in the Partnership Agreementdetermined on a pro forma basis after giving effect to such Restricted Payment) with respect is less than 2.50 to any Quarter 1.00; (as defined in the Partnership Agreement), (bh) each of NWP and TGPL and their respective Subsidiaries Borrower may make Restricted Payments (i) pursuant to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments in accordance with stock option plans or other distributions to officerscompensation benefit plans, directors or employees with respect to including the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners retention of Equity Interests in payment of withholding taxes in connection with equity-based compensation plans or (ii) consisting of distribution of rights pursuant to stockholder rights plans or redemptions of such Subsidiaryrights; and provided that such redemption is in accordance with the terms of such stockholder rights plans; provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the aggregate amount of all such dividends Restricted Payments made pursuant to this clause (h) shall not exceed $25,000,000 during any Fiscal Year and payments made to all owners $50,000,000 during the term of Equity Interests in such Subsidiarythis Agreement; and (i) Borrower may make Restricted Payments consisting of the repurchase of fractional shares of its Securities arising out of stock dividends, splits or combinations, business combinations or conversions of convertible Securities.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, Directly or indirectly declare or makemake any Restricted Payment or incur any obligation to do so, or agree to pay or make, except that: (a) each Subsidiary may make Restricted Payments (directly or indirectly) to the Borrower; (b) each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Capital Stock of the Person making such dividend or distribution; (c) the Borrower may make dividend payments or distributions to Holdings, which Holdings may distribute or pay to any direct or indirect parent thereof, an amount sufficient to permit Holdings (or such parent) to (i) pay any federal, state and local income taxes required to be paid by it (provided that the amount of such payments in any Fiscal Year does not exceed the amount that the Borrower and its Subsidiaries would be required to pay in respect of such taxes for such Fiscal Year were the Borrower and its Subsidiaries to pay such taxes as a stand-alone taxpayer filing a consolidated tax return), and (ii) pay customary corporate and overhead expenses for a passive holding company in an amount of up to $1,000,000 in any fiscal year so long as both before and after giving effect to the payment of such Restricted PaymentPayment (A) no Event of Default exists or would result therefrom, except and (B) the Loan Parties shall be in compliance with the financial covenants set forth in Article 8 on a Pro Forma Basis computed as of the most recent Fiscal Quarter end for which the Loan Parties have delivered financial statements pursuant to Section 6.01(a) or 6.01(b); (d) Holdings may purchase, redeem, retire, defease or otherwise acquire its Capital Stock with the proceeds received contemporaneously from the issuance of its Capital Stock (other than Disqualified Stock) with equal or inferior voting powers, designations, dividend rights, redemption rights, preferences and rights to the extent the proceeds of such issuance are not required to be prepaid by Section 2.05(b)(iii); (e) Holdings may acquire its Capital Stock in connection with the exercise of stock options or stock appreciation rights by way of cashless exercise or in connection with the satisfaction of withholding tax obligations; (f) the Loan Parties may purchase, redeem or acquire fractional shares of Capital Stock arising out of stock dividends, splits or combinations or business combinations not in excess of $200,000 in any Fiscal Year; (g) so long as no Event of Default has occurred and is continuing shall then exist or would result arise therefrom, (a) WPZ may make Restricted Payments payments to Holdings to permit Holdings, and the subsequent use of Available Cash (as defined in the Partnership Agreement) with respect such payments by Holdings, to any Quarter (as defined in the Partnership Agreement), (b) each repurchase or redeem Capital Stock of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to Holdings held by officers, directors or employees with respect to or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Loan Party, upon their death, disability, retirement, severance or termination of employment or service, provided that the exercise by aggregate cash consideration paid for all such redemptions and payments shall not exceed, $1,000,000 in any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, Fiscal Year; and (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (fh) any Person may be permitted dividends necessary to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of consummate the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryTarget Acquisition.

Restricted Payments. The Borrower will WIL-Ireland shall not, and will shall not permit any of its Subsidiaries Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as except: (a) WIL-Ireland may declare and pay dividends on its Capital Stock payable solely in additional Capital Stock (other than Disqualified Capital Stock); (b) WIL-Ireland and its Restricted Subsidiaries may make Restricted Payments in exchange for, or out of the proceeds received from, any substantially concurrent issuance (other than to a Subsidiary) of additional Capital Stock of WIL-Ireland (other than Disqualified Capital Stock); (c) (i) Restricted Subsidiaries that are wholly-owned by one or more Obligors and/or Specified Group Members may declare and pay dividends or make other distributions on account of, and make payments on account of the purchase, redemption, acquisition, cancellation or termination of, their Capital Stock and (ii) Restricted Subsidiaries that do not satisfy the requirements of clause (i) immediately above may pay dividends or make other distributions on account of, and make payments on account of the purchase, redemption, acquisition, cancellation or termination of, their Capital Stock ratably (or more favorably to a Restricted Subsidiary); provided, however, in the case of clause (ii), if any non-Wholly-Owned Subsidiary received cash proceeds from the issuance of any of its Capital Stock to one or more Persons that are not Affiliates of WIL-Ireland, such Subsidiary may declare and pay dividends non-ratably to holders of its Capital Stock that are not Affiliates of WIL-Ireland in an aggregate amount not to exceed the amount of such cash proceeds (to the extent such cash proceeds have not been used for any other transaction permitted hereunder); (d) WIL-Ireland and its Restricted Subsidiaries may make any prepayments under this Agreement, the Term Loan Agreement and the 364-Day Revolving Credit Agreement in accordance with the terms thereof; (e) so long as no Default or Event of Default has occurred and is continuing at the time thereof or would result therefromimmediately after giving effect thereto, WIL-Ireland and its Restricted Subsidiaries may (ai) WPZ may make Restricted Payments Redeem any Existing Senior Notes or other senior notes, in each case, that have a stated maturity date prior to the Extended Maturity Date and (ii) Redeem any Existing Senior Notes or other senior notes with the proceeds of Available Cash (as defined in the Partnership AgreementA) with respect to any Quarter Permitted Refinancing Indebtedness or (as defined in the Partnership AgreementB) Indebtedness incurred under Section 8.01(j), (bk) each of NWP or (l); (f) WIL-Ireland and TGPL and their respective its Restricted Subsidiaries may make redeem, repurchase or otherwise acquire or retire for value Capital Stock of WIL-Ireland or any Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to Subsidiary held by officers, directors or employees with respect or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates), either (i) upon any such individual’s death, disability, retirement, severance or termination of employment or service or (ii) pursuant to any equity subscription agreement, stock option agreement, restricted stock agreement, restricted stock unit agreement, stockholders’ agreement or similar agreement; provided, in any case, that the aggregate cash consideration paid for all such redemptions, repurchases or other acquisitions or retirements shall not exceed $10,000,000 during any calendar year; (g) WIL-Ireland and each Restricted Subsidiary may consummate (i) repurchases, redemptions or other acquisitions or retirements for value of Capital Stock deemed to occur upon the exercise by any such Persons of stock options, warrants or other warrants, rights to acquire Equity Interests in WPZ Capital Stock or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant other convertible securities to the Partnership Agreementextent such Capital Stock represents a portion of the exercise or exchange price thereof and (ii) any repurchases, (e) TGPL and NWP and their Subsidiaries may distribute cash redemptions or other acquisitions or retirements for value of Capital Stock made or deemed to WPZ be made in lieu of withholding Taxes in connection with their participation any exercise, vesting, settlement or exchange, as applicable, of stock options, warrants, restricted stock, restricted stock units or other similar rights; (h) WIL-Ireland and each Restricted Subsidiary may make payments of cash in WPZ’s cash management program lieu of issuing fractional Capital Stock; (i) WIL-Ireland and each Restricted Subsidiary may make payments or distributions to dissenting stockholders pursuant to applicable law in connection with a merger, consolidation or transfer of assets that complies with the provisions of Sections 8.02 or 8.05; (fj) any Person WIL-Ireland and its Restricted Subsidiaries may be permitted to make any other Restricted Payment required to effectuate a MLP Combination; providedPayments, provided that even if an (i) no Default or Event of Default shall have occurred and is continuingbe continuing at the time of such Restricted Payment or immediately after giving effect thereto, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (yii) the amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by WIL-Ireland and its Restricted Subsidiaries pursuant to this Section 8.08(j) since the Effective Date, is less than the amount of the Restricted Payment Basket at such dividends time, and payments (iii) after giving pro forma effect to the making of such Restricted Payment, the Total Leverage Ratio would be less than 4.00 to 1.00 (calculated as of the last day of the most recently ended Testing Period for which financial statements are available as if such Restricted Payment had been made on the first day of such Testing Period); (k) so long as no Default or Event of Default shall have occurred and be continuing, WIL-Ireland and its Restricted Subsidiaries may repay or prepay intercompany loans or advances; provided that, to all owners the extent such intercompany loans or advances are Subordinated, such repayment or prepayment shall not violate the subordination terms applicable thereto; and (l) WIL-Ireland and its Restricted Subsidiaries may (i) pay the purchase price for any Permitted Bond Hedge Transaction and (ii) settle any related Permitted Warrant Transaction (A) by delivery of Equity Interests shares of WIL-Ireland’s common stock upon settlement thereof or (B) by (x) set-off against the related Permitted Bond Hedge Transaction or (y) payment of an early termination amount thereof in such Subsidiarycommon stock upon any early termination thereof.

Restricted Payments. The None of Holdings, the Borrower will not, and will not permit nor any of its the Restricted Subsidiaries to, shall declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, except: (a) WPZ the Borrower and any Restricted Subsidiary of the Borrower may declare and pay dividends to, repurchase its Equity Interests from or make other distributions to, the Borrower or to any wholly owned Subsidiary that is a Restricted Payments Subsidiary of Available Cash the Borrower (as defined or, in the Partnership Agreementcase of non-wholly owned Subsidiaries that are Restricted Subsidiaries, to the Borrower or any subsidiary that is a direct or indirect parent of such subsidiary and to each other owner of Equity Interests of such subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such subsidiary) based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and pay dividends or make other distributions to Holdings (i) in any fiscal year in respect of overhead of Holdings or its direct or indirect owners, including, without limitation, legal, accounting and professional fees and other fees and expenses in connection with the maintenance of its existence and other overhead of Holdings or its direct or indirect owners in connection with its ownership of the Borrower and its Subsidiaries, (ii) in respect of franchise Taxes and other Taxes solely required to maintain its corporate existence; and (iii) at such times and in such amounts as are necessary to permit the parent of an affiliated group of corporations making a consolidated return for U.S. federal income tax purposes (or any similar group for U.S. state or local tax purposes) that includes the Borrower and its Subsidiaries to pay the portion of the consolidated, combined or similar Tax liability, to the extent attributable to taxable income of the Borrower and/or its Subsidiaries; provided that, (x) no such payments shall exceed the income tax liability that would have been imposed on the Borrower and/or the applicable Subsidiaries had such entity(ies) filed a consolidated return on a stand-alone basis and (y) the permitted payment pursuant to this clause (iii) with respect to any Quarter (as defined in Tax liability of any Unrestricted Subsidiary shall be limited to the Partnership Agreement), (b) each amount actually paid by such Unrestricted Subsidiary to the Borrower or the Restricted Subsidiaries for the purposes of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, paying such Taxes; (c) WPZ the Borrower and its each Restricted Subsidiary may repurchase, redeem or otherwise acquire or retire (or make dividends or distributions to Holdings to finance any such repurchase, redemption or other acquisition or retirement) for value any Equity Interests of the Borrower, Holdings or any Subsidiary held by any current or former officer, director, consultant or employee of the Borrower, Holdings or any Subsidiary pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement and Restricted Subsidiaries may make payments or other distributions to officers, directors or employees with respect declare and pay dividends to the exercise by Borrower or any other Restricted Subsidiary the proceeds of which are used for such Persons purposes, provided that the aggregate amount of optionssuch purchases or redemptions under this Section 7.06(c) shall not exceed in any fiscal year $2,500,000 which, warrants or other rights if not used in any year, may be carried forward to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, next subsequent calendar year; (d) WPZ may reimburse non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the General Partner for expenses pursuant to the Partnership Agreement, exercise price of such options; (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and so long as (fx) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an no Event of Default shall have occurred and is continuing, no Subsidiary continuing or would result therefrom and (y) on a Pro Forma Basis giving effect thereto as if such Restricted Payment had been made at the beginning of the Test Period most recently-ended and recomputed as of the last day of the most recently ended fiscal quarter of Holdings for which financial statements required by Section 6.01 have been delivered, the Total Leverage Ratio is not greater than 3.75:1.00, the Borrower shall be prohibited from upstreaming dividends may declare and pay Restricted Payments in an aggregate amount up to the portion, if any, of the Available Amount Basket on the date of such dividend payment or other payments distribution that the Borrower elects to apply to this Section 7.06(e); (f) Restricted Payments in connection with the Transactions; (g) Holdings, the Borrower or any Subsidiary of the Borrower Restricted Subsidiaries may pay cash in lieu of fractional Equity Interests in connection with any dividend, split or making, in the case of combination thereof or any Subsidiary that is not wholly-owned Permitted Business Acquisition; (directly or indirectlyh) by the Borrower, dividends or payments, as the case may be, to the other owners extent constituting a Restricted Payment, the exchange or conversion of Equity Interests in such Subsidiary; and provided, further, that, any dividends to Qualified Equity Interests or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower Indebtedness to the Borrower extent such Indebtedness is otherwise permitted under Section 7.03; (i) to the extent constituting a Restricted Payment, Liens permitted by Section 7.01, Investments permitted by Section 7.02, Indebtedness permitted by Section 7.03 and Dispositions permitted by Section 7.06; (j) any additional Restricted Payments so long as (i) no Default or Event of Default shall have occurred and be not less than an amount equal continuing or would occur as a consequence of such Restricted Payment and (ii) immediately after giving effect to the making of such Restricted Payment, (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times the Total Leverage Ratio is less than 3.50:1.00 and (y) the First Lien Leverage Ratio is 2.50:1.00; and (k) so long as no Event of Default shall have occurred and be continuing or would result therefrom and after giving effect to such Restricted Payments the Borrower is in pro forma compliance with Section 7.10, the Borrower may make regularly scheduled common stock dividends or distributions; provided that the aggregate amount of all such dividends or distributions under this Section 7.06(k) shall not exceed in any fiscal year (x) if on a Pro Forma Basis giving effect thereto as if such Restricted Payment had been made at the beginning of the Test Period most recently-ended and payments made to all owners recomputed as of Equity Interests in such Subsidiarythe last day of the most recently ended fiscal quarter of Holdings for which financial statements required by Section 6.01 have been delivered, the Total Leverage Ratio is not greater than 3.50:1.00, $10,000,000 and (y) otherwise, $7,500,000.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, except: (a) WPZ each Restricted Subsidiary may make Restricted Payments of Available Cash to the Borrower and to other Restricted Subsidiaries (as defined and, in the Partnership Agreement) case of a Restricted Payment by a non-Wholly Owned Restricted Subsidiary with respect to any Quarter class or type of Equity Interests, to (as defined in i) the Partnership AgreementBorrower or such Restricted Subsidiary and (ii) to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests of such class or type of Equity Interests), ; (b) the Borrower and each Restricted Subsidiary may declare and make Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests) of NWP such Person; (c) the Borrower and TGPL its Restricted Subsidiaries may make Restricted Payments necessary to consummate the Transactions; (d) to the extent constituting Restricted Payments, transactions expressly permitted by Section 7.02 (other than Section 7.02(e) and their respective (l)), Section 7.04, or Section 7.05 (other than Section 7.05(e)); (e) the Borrower and its Restricted Subsidiaries may make Restricted Payments to WPZ Holdings: (i) the proceeds of which will be used by Holdings to pay (or to make a payment to any direct or indirect parent of Holdings to enable it to pay) the Tax liability for each relevant jurisdiction in respect of returns filed by or on behalf of Holdings or any direct or indirect parent thereof; provided that such proceeds are limited to the portion of such Tax liability attributable to the income of the Borrower and/or its applicable Subsidiaries, determined as if the Borrower and/or its applicable Subsidiaries were required to pay such Tax liability as a separate consolidated, combined, unitary or affiliated group, and reduced by any portion of such Taxes directly paid by Borrower or any of its Subsidiaries; and provided, (c) WPZ and its Subsidiaries may make further, that any payments or other distributions to officers, directors or employees with respect attributable to the exercise income of Unrestricted Subsidiaries shall be permitted only to the extent that cash payments were made for such purpose by the Unrestricted Subsidiaries to the Borrower or its Restricted Subsidiaries; (ii) the proceeds of which shall be used by Holdings to pay (or to make a payment to any direct or indirect parent of Holdings to enable it to pay) (A) such Persons entities’ operating expenses incurred in the ordinary course of optionsbusiness and other corporate overhead costs and expenses (including, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employmentwithout limitation, equity awardadministrative, equity option or equity appreciation agreement or plans entered into legal, accounting and similar expenses provided by WPZ or such Subsidiary third parties), which are reasonable and customary and incurred in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant plus any reasonable and customary indemnification claims made by directors or officers of Holdings or any direct or indirect parent thereof, in each case to the Partnership Agreementextent attributable to the ownership or operations of Holdings, (e) TGPL the Borrower and NWP and their its Restricted Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (fB) any Person may Public Company Costs; (iii) the proceeds of which shall be permitted used by Holdings to pay (or to make a payment to any Restricted Payment direct or indirect parent of Holdings to enable it to pay) franchise Taxes and other fees, Taxes and expenses required to effectuate a MLP Combination; provided, that even maintain the corporate existence of Holdings or any direct or indirect parent thereof; (iv) if an no Default or Event of Default shall have occurred and is continuingbe continuing or would result therefrom, no Subsidiary the proceeds of which shall be used by Holdings to pay (or to make a payment to any direct or indirect parent of Holdings to enable it to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings or any direct or indirect parent thereof held by any future, present or former employee, director, officer, member of management or consultant of Holdings or any direct or indirect parent thereof, or any of its Subsidiaries (or any Controlled Investment Affiliate or Immediate Family Member thereof), in an aggregate amount (other than cash payments funded with the proceeds of any “key-man” life insurance policy received by the Borrower in connection with the death of any management shareholder), not to exceed $1,000,000 (which purchase may be paid by the issuance of Indebtedness permitted by Section 7.03(t)) in any fiscal year (however, any Restricted Payments permitted to be made (but not made) pursuant to this clause (iv) in a given fiscal year may be carried forward and made in the next two succeeding fiscal years (but not any fiscal year after such two succeeding fiscal years, and which, if carried over, will be deemed to be utilized after the base amount attributable to such fiscal years into which it has been carried over)); (v) the proceeds of which shall be prohibited from upstreaming dividends used by Holdings to finance (or other payments to make a Restricted Payment to any direct or indirect parent of Holdings to finance) any Investment permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing or consummation of such Investment and (B) Holdings or the applicable parent company thereof shall, immediately following the closing or consummation thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or any Subsidiary a Loan Party other than Holdings (or a Person that will become a Loan Party (other than Holdings) upon receipt of such contribution) or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or makinga Loan Party (other than Holdings) in order to consummate such Permitted Acquisition, and in each case, comply with the case requirements of Section 6.12; (vi) the proceeds of which shall be used by Holdings to make (or to make a Restricted Payment to any Subsidiary direct or indirect parent of Holdings to enable it 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 Equity Interests of Holdings or any direct or indirect parent thereof; provided that is any such cash payment shall not wholly-owned be for the purpose of evading the limitations set forth in this Section 7.06 (directly or indirectly) as determined in good faith by the Borrower, dividends board of directors or paymentsthe managing board, as the case may be, of the Borrower (or any authorized committee thereof)); (vii) the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to any direct or indirect parent of Holdings to enable it to pay) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering of the Borrower not prohibited by this Agreement (in the case of any such parent or indirect parent, only to the extent such parent or indirect parent does not hold material assets other owners than those relating to the Borrower and its Subsidiaries or their respective businesses); (viii) the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to any direct or indirect parent of Holdings to enable it to pay) customary salary, bonus and other benefits payable to officers and employees of Holdings or any direct or indirect parent thereof to the extent such salaries, bonuses and other benefits are directly attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; and (ix) the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to any direct or indirect parent of Holdings to enable it to pay) amounts of the type described in Sections 7.08(g) or 7.08(h), in each case to the extent the applicable payment would be permitted under the applicable clause in Section 7.08 if such payment were to be made by the Borrower or its Restricted Subsidiaries and in lieu of such payment being made under such applicable clauses of Section 7.08; (f) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments in an aggregate amount that does not exceed the greater of (x) $20,000,000 and (y) 4.5% of Total Assets as of the end of the Test Period last ended (in each case, such amount to be reduced on a dollar-for-dollar basis by any use of this Section 7.06(f)(i) reallocated to prepayments, redemptions, purchases, defeasances or other satisfactions of Junior Financings pursuant to Section 7.13(i)); (g) cashless repurchases of Equity Interests in Holdings (or any direct or indirect parent company), the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Subsidiary; and provided, further, that, any dividends Equity Interests represent a portion of the exercise price of such options or warrants; (h) payments by any such Subsidiary that is not wholly-owned (directly or indirectly) made by the Borrower or any Restricted Subsidiary in respect of withholding or similar Taxes in connection with the exercise of stock options with respect to the Equity Interests which are the subject of the Initial Public Offering, payable by any future, present or former officers, directors, members of management, consultants and employees of the Borrower (or any direct or indirect parent thereof) or any of its Restricted Subsidiaries (or any spouse, former spouse, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and any repurchases of such Equity Interests in consideration of such payments including deemed repurchases; (i) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, additional Restricted Payments so long as (x) at the time of making such Restricted Payment, the Total Leverage Ratio does not exceed 2.00:1.00 on a Pro Forma Basis and (y) Liquidity after giving effect to such Restricted Payment is not less than $20,000,000; and (j) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the declaration and payment of dividends and distributions on the Borrower’s common stock (or the payment of dividends to any direct or indirect parent entity of the Borrower to fund a payment of dividends on such entity’s common stock) of up to 6% per annum of the net cash proceeds received by or contributed to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) from the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryInitial Public Offering.

Restricted Payments. The Borrower Parent Group will not, and will not permit any of its Subsidiaries Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except return any capital or make any distribution of its Property to its Equity Interest holders, except: (i) the Parent and OP LLC may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Subsidiaries of the Parent may declare and pay dividends ratably with respect to their Equity Interests, (iii) the Parent and OP LLC may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) the Parent Group may make payments to former employees in connection with the termination of such former employee’s employment in an aggregate amount not to exceed $750,000 in any calendar year for the purpose of repurchasing Equity Interests in any member of the Parent Group, as long as applicable, issued to such former employee pursuant to stock option plans or other benefit plans for management or employees of the Parent and its Subsidiaries, (v) any Credit Party may pay the purchase price for any Permitted Bond Hedge Transaction(s), (vi) the Parent may pay cash and/or deliver common stock upon the settlement, termination or redemption of any Permitted Warrant Transaction(s), (vii) the Parent may pay cash and/or deliver common stock in satisfaction of the Parent’s obligations in respect of the Convertible Notes whether upon conversion of such securities, upon the occurrence of a change of control (or similar event, however so defined by the terms of such securities) or other customary mandatory prepayment or redemption event permitted by Section 9.04(b)(i), upon repurchase of such securities pursuant to a Redemption thereof otherwise permitted by this Agreement or at maturity of such securities, (viii) each member of the Parent Group shall be permitted to make other Restricted Payments provided that (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (yB) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiary.Leverage Ratio, calculated on a Pro Forma Basis, is less

Restricted Payments. The Borrower Parent will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, during any calendar month, any Restricted Payment, except as long as that any of the following Restricted Payments are permitted: (a) Restricted Payments by the Parent required to comply with Section 5.15(e) and to otherwise avoid the payment of any income and/or excise taxes imposed under the Code, however there shall not be any implied requirement that the Parent utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Code, (b) provided no Default or Event of Default has occurred and is continuing then in existence, Restricted Payments made by the Borrower and/or Parent to its respective equity holders in the form of dividends or would result therefromdistributions, other than special distributions of extraordinary non-recurring income, (ac) WPZ may make Restricted Payments of Available Cash declared and paid by Subsidiaries to Borrower, Parent and/or any other Subsidiary (as defined and, in the Partnership Agreementcase of a Subsidiary that is not a wholly owned Subsidiary, distributions to any Person entitled to such distributions made by such Subsidiary ratably in accordance with the interest held by such Person or otherwise as may be required pursuant to the organizational documents of such Subsidiary) with respect to any Quarter (as defined in the Partnership Agreement)their capital stock or equity interest, (bd) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, any employee or director equity award, equity or stock option or equity appreciation agreement or plans plan entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL Restricted Payments of the type described in clause (a) declared and NWP paid by any Subsidiary intended to be treated as a REIT under the Code with respect to such Subsidiary’s REIT status and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program taxation, and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; providedPayments by the Parent for the redemption or retirement, that even if an Event of Default shall have occurred and is continuingin full or in part, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to preferred equity issued under the Borrower or any Subsidiary 2018 Preferred Documents” (o) Schedule 2.01 of the Borrower or making, Existing Credit Agreement is hereby deleted in its entirety and replaced with Schedule 2.01 attached hereto and made a part hereof. (p) Exhibit B of the case of any Subsidiary that Existing Credit Agreement is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests hereby deleted in such Subsidiary; its entirety and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends replaced with Exhibit B attached hereto and payments made to all owners of Equity Interests in such Subsidiarya part hereof.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, except: (a) WPZ may dividends payable by the Borrower solely in interests of any class of its common equity; (b) Restricted Payments made by any Restricted Subsidiary to the Borrower or to another Restricted Subsidiary, on at least a pro rata basis with any other shareholders if such Restricted Subsidiary is not a Wholly Owned Subsidiary of the Borrower and other Restricted Subsidiaries that are Wholly Owned Subsidiaries of the Borrower; (c) Restricted Payments the proceeds of which will be used to pay or finance: (i) tax distributions made pursuant to Section 10 of the Holdings LLC Agreement, provided that (x) any such tax distributions attributable to the income of any Unrestricted Subsidiary of the Borrower shall be limited to the amount of any cash paid by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for such purpose and (y) no tax receivables agreement will be contemplated thereby, (ii) operating, overhead, legal, accounting and other professional fees costs and expenses (including directors’ fees and expenses) and other ordinary course overhead costs and operational expenses (including administrative, legal, accounting, filing and similar expenses provided by third parties), in each case to the extent related to Holdings’ separate existence as a holding company or attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries (and, to the extent permitted below, Unrestricted Subsidiaries) in an amount not to exceed the greater of (x) $2,000,000 and (y) 3% of TTM Consolidated EBITDA as of the applicable determination date in the aggregate; provided that the amount of such Restricted Payments made in respect of an Unrestricted Subsidiary will be permitted only to the extent that cash distributions or dividends were made by such Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary to cover such amount or the amount of such payment is treated by the Borrower or a Restricted Subsidiary as an Investment in such Unrestricted Subsidiary and such Investment is permitted under Section 7.4 at such time, and (iii) franchise taxes and other fees, taxes and expenses in connection with (x) the ownership of the Borrower or any Restricted Subsidiary or (y) the maintenance of Holdings’, the Borrower’s or any other such parent entity’s corporate or legal existence; (d) payments of any trade readjustment allowances by the Borrower (or any direct or indirect parent company) or any Restricted Subsidiary thereof; (e) Restricted Payments required to consummate the Closing Date Acquisition on the Closing Date and, to the extent not paid on the Closing Date, any payments required to be made after the Closing Date pursuant to the terms of the Closing Date Purchase Agreement, including, without limitation, the AvKare Seller Notes and any working capital and/or purchase price adjustments; (f) the loans or other advances contemplated by Section 7.4(j) and Section 7.4(k) hereof; (g) the Borrower or any Restricted Subsidiary may, in good faith, pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Available Cash Capital Stock of it or any direct or indirect parent thereof held by any future, present or former employee, director, manager, officer or consultant (as defined in or any Affiliates, spouses, former spouses, other immediate family members, successors, executors, administrators, heirs, legatees or distributes of any of the Partnership Agreementforegoing) of the Borrower (or any direct or indirect parent of the Borrower) of any of its Restricted Subsidiaries pursuant to any employee, management, director or manager equity plan, employee, management, director or manager stock option plan or any other employee, management, director or manager benefit plan or any similar agreement (including any stock subscription or shareholder agreement) with respect any employee, director, manager, officer or consultant of the Borrower or any Restricted Subsidiary; provided that such payments do not exceed the greater of (x) $2,000,000 and (y) 3.0% of TTM Consolidated EBITDA as of the applicable date of determination in any calendar year; provided that any unused portion of the preceding basket for any calendar year may be carried forward to any Quarter the immediately succeeding calendar year; (as defined in h) [Reserved]; (i) repurchases of Capital Stock (a) deemed to occur upon exercise of options, warrants or similar rights if such Capital Stock represent a portion of the Partnership Agreement), exercise price of such options or warrants or similar rights or (b) in consideration of withholding or similar taxes payable by any future, present or former employee, manager, officer, director, consultant or contractor (or any spouses, former spouses, successors, executors, administrators, heirs, trustees, legatees or distributees of any of the foregoing), including deemed repurchases in connection with the exercise of stock options or the vesting of any equity awards; (j) Restricted Payments the proceeds of which will be used to pay or finance (or permit any Parent Entity to pay or finance): (i) any Permitted Acquisition; provided that (i) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (ii) the Borrower will, immediately following the closing thereof, cause (A) all property acquired (whether assets or Capital Stock) to be contributed to the Borrower or a Restricted Subsidiary or (B) the merger (to the extent permitted in Section 7.3) of the Person formed or acquired with or into the Borrower or a Restricted Subsidiary in order to consummate such Investment, in each case, in accordance with the requirements of NWP Section 5.10; (ii) costs, fees and TGPL expenses related to any equity or debt offering expressly permitted by this Agreement or any Investment permitted hereunder, whether or not consummated; and (iii) customary salary, bonus and their respective other benefits payable to future, present or former employees, managers, officers, directors, consultants or contractors of Holdings or any direct or indirect parent of Holdings to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries (and, to the extent permitted below, Unrestricted Subsidiaries) provided that, the amount of such Restricted Payments made in respect of an Unrestricted Subsidiary will be permitted only to the extent that such cash distributions or dividends were made by such Unrestricted Subsidiary to the Borrower or a Restricted Subsidiary to cover such amount or the amount of such payment is treated by the Borrower or a Restricted Subsidiary as an Investment in such Unrestricted Subsidiary and such Investment is permitted under Section 7.4 at such time; (k) after a Qualified IPO, the Borrower may make Restricted Payments to WPZ its equity holders or the equity holders of any direct or indirect parent company of Borrower (i) to pay listing fees and its Subsidiariesother costs and expenses attributable to being a publicly traded company which are reasonable and customary and (ii) in an aggregate amount not exceeding 6.0% of the net equity proceeds received by Borrower from such Qualified IPO; provided that, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course case of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; providedPayments made under subclause (ii) hereof, that even if an no Default or Event of Default shall have occurred and be continuing or would result therefrom at the time such Restricted Payment is continuingmade; (l) dispositions (other than by reference to Section 7.6) to the extent constituting a Restricted Payment or Restricted Payments, no mergers, dissolutions, liquidations and consolidations permitted under Section 7.3 or Section 7.7 (other than Section 7.7(b)); (m) Restricted Payments to pay (or permit any direct or indirect parent entity to pay) cash in lieu of the issuance of fractional Capital Stock in connection with the exercise of warrants, upon the conversion or exchange of Capital Stock of any such Person, in connection with any merger, consolidation, amalgamation or other business combination, or in connection with any dividend, distribution, split or combination of Capital Stock; (n) the making of any Restricted Payment in exchange for, or out of or with the Net Proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to Borrower) of Qualified Capital Stock of the Borrower or any Subsidiary Parent Entity or from the substantially concurrent contribution of common equity capital to the Borrower (other than by a Restricted Subsidiary), in each case that are Not Otherwise Applied and to the extent such Net Proceeds do not increase Available Amount or constitute a Specified Equity Contribution; (o) Restricted Payments of Investments in one or more Unrestricted Subsidiaries (other than Unrestricted Subsidiaries all or substantially all of the assets of which are cash and Cash Equivalents); (p) other Restricted Payments, provided that, (i) no Event of Default shall exist or be continuing or result therefrom and (ii) immediately after giving effect thereto, the Total Net Leverage Ratio, on a Pro Forma Basis does not exceed 2.25:1.00 as of the last day of the most recently ended Test Period; (q) so long as no Default or Event of Default shall exist or be continuing or result therefrom, distributions to any direct or indirect Parent Entity of the Borrower (including Holdings) for the purpose of allowing the holders of the Seller Notes to pay tax liabilities attributable to the installment obligations that result in unpaid tax liabilities in an amount not to exceed 1% per annum of the then outstanding principal amount of the Seller Note; and (r) the Borrower or making, any Restricted Subsidiary may make additional Restricted Payments in an amount not to exceed the case Available Amount; provided that at the time of any Subsidiary that such Restricted Payment, (i) no Event of Default shall have occurred and be continuing or would result therefrom and (ii) with respect to any Restricted Payment made utilizing amounts specified in clauses (i) and (ii) of the definition of “Available Amount”, at the time of such Restricted Payment, after giving effect thereto, the Total Net Leverage Ratio of the Borrower as of the last day of the most recently ended Test Period, on a Pro Forma Basis, would be no greater than 3.00:1.00. For the avoidance of doubt, each category of Restricted Payments and each dollar cap set forth in this Section 7.5 is be separate and is not wholly-owned (directly meant to reduce any other category or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests cap set forth in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarythis Section 7.5.

Restricted Payments. The Borrower will notNo Credit Party shall, and will not nor shall it permit any of its Subsidiaries through any manner or means or through any other Person to, declare or make, or agree to pay or make, directly or indirectly, declare, order, pay, make or set apart, or agree to declare, order, pay, make or set apart, any sum for any Restricted PaymentPayment except that the Credit Parties may (i) make Restricted Payments to Holdings (and Holdings may make Restricted Payments to Parent) in an aggregate amount not to exceed $500,000 in any trailing twelve month period, except to the extent necessary to permit Holdings or the Parent to pay general administrative costs and expenses, (ii) make Restricted Payments to Holdings (and Holdings may make Restricted Payments to Parent) to the extent necessary to permit Holdings (and, to the extent applicable, Parent) to discharge the consolidated tax liabilities of Parent and its Subsidiaries (solely to the extent such taxes are imposed with respect to the income or activities of Borrower and its Subsidiaries), (iii) pay amounts permitted by the subordination terms (including, without limitation, the prepayment restrictions set forth in Section 2.7 of the Parent Convertible Notes Credit Agreement) applicable to Subordinated Indebtedness permitted hereunder and refinancings and extensions of any such Subordinated Indebtedness if the terms and conditions thereof are not less favorable, taken as a whole, to the obligor thereon or to the Lenders than the Indebtedness being refinanced or extended (it being understood that the subordination terms of any such refinanced or extended Subordinated Indebtedness shall be on substantially identical terms as the Indebtedness so refinanced or otherwise reasonably satisfactory to the Administrative Agent), and the average life to maturity thereof is greater than or equal to that of the Indebtedness being refinanced or extended, in each case, so long as no any such Credit Party applies the amount of any such Restricted Payment for such purpose; provided, any such refinanced or extended Subordinated Indebtedness shall not (x) include Indebtedness of any obligor that was not an obligor with respect to the Subordinated Indebtedness being refinanced or extended, (y) exceed in principal amount the Subordinated Indebtedness being refinanced or extended (plus any fees, premiums and expenses and including any unfunded or available commitments) or (z) be incurred, created or assumed if any Default or Event of Default has occurred and is continuing or would result therefrom, (aiv) WPZ may make Restricted Payments of Available Cash (as defined solely in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement)form of Capital Stock, (bv) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program Credit Parties and (fvi) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an so long as no Default or Event of Default shall have occurred and is continuingbe continuing or shall immediately be caused thereby, no Subsidiary Restricted Payments to Holdings, and, if applicable (but without duplication), Holdings may make Restricted Payments to Parent, the proceeds of which shall be used solely to purchase or redeem from current or former employees, members of the Borrower shall be prohibited from upstreaming dividends board of directors, managers, consultants (or their respective estates, spouses or former spouses) of Parent or Holdings, on account of the death, termination, resignation or other payments voluntary or involuntary cessation of such person’s employment or directorship, shares of such Parent’s or Holdings’ equity interests or options or warrants to the Borrower or any Subsidiary of the Borrower or making, acquire such equity interests in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an aggregate amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of for all such dividends and payments made not to all owners exceed $1,000,000 in any Fiscal Year (with unused amounts in any Fiscal Year being carried over to succeeding Fiscal Years subject to a maximum of Equity Interests $2,500,000 in such Subsidiaryany Fiscal Year).

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so (other than obligations that are contingent on Required Lender approval or repayment in full of the Loans) that would be required to be paid prior to the Maturity Date in respect of the Term B Facility, except as that: (a) each Subsidiary of the Parent Guarantor may make Restricted Payments to the Parent Guarantor (so long as no Event Default exists or would result therefrom other than Restricted Payments made to the Parent Guarantor in an amount necessary to enable the Parent Guarantor to pay its expenses in the ordinary course consistent with past practices, including general corporate overhead, administrative and interest expenses and tax obligations) and to wholly-owned Subsidiaries of the Parent Guarantor (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Parent Guarantor and any Subsidiary of the Parent Guarantor and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests or in accordance with the contractual and legal requirements governing such distribution); (b) the Parent Guarantor and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) so long as no Default has shall have occurred and is be continuing or would result therefrom, the Parent Guarantor may purchase, redeem or otherwise acquire, or make any payment in respect of, the Chevron Preferred Stock in an aggregate amount equal to the lesser of the Payment Basket at such time and $50 million so long as (i) the Borrower makes a voluntary prepayment of the Facilities pursuant to Section 2.05 (a) WPZ may make Restricted Payments of Available Cash in an aggregate amount equal to three times the aggregate cash payment made pursuant to this clause (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreementc), (bii) each the Liquidity of NWP the Parent Group (x) for the ten day period immediately preceding any such payment and TGPL (y) at the time of such payment (after giving effect to such payment), is at least $500 million and their respective Subsidiaries may make Restricted Payments (iii) any amendment, modification or change to WPZ and its Subsidiariesany term or condition of the Chevron Preferred Stock made in connection with such payment, (c) WPZ and its Subsidiaries may make payments purchase or other distributions to officers, directors or employees with respect redemption is on terms reasonably acceptable to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in Required Lenders and the ordinary course of business, Collateral Agent; (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of so long as no Default shall have occurred and is continuingbe continuing or would result therefrom, no Subsidiary the Borrower may make scheduled payments in respect of the Borrower shall be prohibited from upstreaming dividends or other Trust 122 Preferred Securities so long as such aggregate scheduled payments to do not exceed $17 million in any calendar year; and (e) the Borrower may make dividend and/or interest payments in respect of preferred stock issued after the date hereof payable solely in shares of such Preferred Stock, provided that such preferred stock may not be redeemed or otherwise require any Subsidiary cash payment to be made in respect of the Borrower such preferred stock on or makingprior to March 31, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiary2006.

Restricted Payments. (a) The Borrower will not, and will not permit or cause any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare or make any Restricted Paymentdividend payment, or make any other distribution of cash, property or assets, in respect of any of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or purchase, redeem, retire or otherwise acquire for value any shares of its Capital Stock or any warrants, rights or options to acquire its Capital Stock, or set aside funds for any of the foregoing, except as long as no Event of Default has occurred that: (i) the Borrower may (v) declare and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make dividend payments or other distributions to officersholders of the Borrower's Capital Stock (including, directors without limitation, its common stock), in cash or employees with respect in shares of such Capital Stock, (w) make payments to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employmentIndebtedness related to any Trust Preferred Securities, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (fx) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; providedpurchase, that even if an Event redeem, retire or otherwise acquire shares of Default shall have occurred its Capital Stock, in cash or in-kind, and is continuing, no the Subsidiary of the Borrower shall be prohibited from upstreaming dividends that has issued Trust Preferred Securities may declare and make dividend payments or other distributions to holders of such Trust Preferred Securities and purchase, redeem, retire or otherwise acquire such Trust Preferred Securities, in cash or in-kind, in each case provided that, immediately after giving effect thereto, (y) no Default or Event of Default would exist, and (z) the Fixed Charge Coverage Ratio would be at least 1.5 to 1.0, such ratio to be determined for purposes of this clause (i) as of the last day of the most recently ended fiscal quarter as if such dividend, distribution, payment or acquisition had been effected as of such date; and (ii) each Wholly Owned Subsidiary of the Borrower may declare and make dividend payments or other distributions to the Borrower or any another Wholly Owned Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners extent not prohibited under applicable Requirements of Equity Interests Law. (b) The Borrower will not, and will not permit or cause any of its Subsidiaries to, make (or give any notice in such Subsidiary; and providedrespect of) any voluntary or optional payment or prepayment of principal on any Subordinated Indebtedness, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by indirectly make any redemption (including pursuant to any change of control provision), retirement, defeasance or other acquisition for value of any Subordinated Indebtedness, or make any deposit or otherwise set aside funds for any of the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryforegoing purposes.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that: (a) each Subsidiary may make Restricted Payments to the Borrower and the Subsidiary Guarantors, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower may accept additional capital contributions from Holdings and any Subsidiary may accept capital contributions from its parent to the extent permitted under Section 7.03(c)(ii); (c) the Borrower may declare and make dividend payments or other distributions payable solely in its common stock or other common Equity Interests and each Subsidiary may declare and make dividend payments or other distributions payable solely in the stock or other Equity Interests of such Person; (d) the Borrower may issue and sell shares of its common stock to Holdings; (e) the Borrower may declare and directly or indirectly pay cash dividends and distributions to Holdings for the purpose of permitting Holdings to pay federal and state income taxes, franchise taxes, and other taxes, fees, and assessments to the extent attributable to the business of the Borrower and its Subsidiaries; provided that any refunds received by Holdings attributable to the Borrower or any of its Subsidiaries shall promptly be returned by Holdings to the Borrower through an equity contribution to the Borrower; (f) the Borrower may declare and directly or indirectly pay cash dividends and distributions to Holdings for customary and reasonable out-of-pocket expenses, legal and accounting fees and expenses and overhead of Holdings incurred in the ordinary course of business to the extent attributable to the business of the Borrower and its Subsidiaries and in the aggregate not to exceed $500,000 in any fiscal year; and provided further that, for the avoidance of doubt, all taxes, fees and assessments payable by Holdings shall be deemed attributable to the business of the Borrower and its Subsidiaries so long as Holdings is in compliance with Section 7.08; (g) the Borrower may purchase or transfer funds to Holdings to fund the purchase of (with cash or notes) Equity Interests in Holdings from former directors or employees of Holdings, the Borrower or its Subsidiaries, their estates, spouses or former spouses in connection with the termination of such employee’s employment (or such director’s directorship) and the Borrower may make distributions to Holdings to effect such purchases and/or to make payments on any notes issued in connection with any such repurchase; provided, however, that (i) no such purchase or distribution and no payment on any such note shall be made if a Default shall have occurred and be continuing, (ii) no such note shall require any payment if such payment or a distribution by the Borrower to make such payment is prohibited by the terms hereof and (iii) the aggregate amount of all payments under this Section 7.06(g) (including payments in respect of any such purchase or any such notes or any such distributions to Holdings for such purposes) shall not exceed the sum of (A) $2,500,000 in any fiscal year or $7,500,000 in the aggregate during the term of this Agreement, plus (B) the amount of any cash equity contributions received by the Borrower for the purpose of making such payments and used for such purpose; (h) so long as no Event of Default has shall have occurred and is be continuing or would result therefrom, (a) WPZ the Borrower may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officersHoldings to enable Holdings to pay (i) directors’ fees, expenses and indemnities owing to directors or employees with respect of Holdings and (ii) management fees to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in Sponsor under the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant Management Agreement to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash extent that such management program and (f) any Person may be fees are permitted to make be paid under Section 7.09(d) and other fees payable to the Sponsor to the extent permitted to be paid under Section 7.09(e); (i) if the Investors or their Affiliates shall have made cash equity contributions to the Borrower to fund any Restricted Payment required Permitted Investments or expenditures that would, by reason of such funding, be excluded from the definition of “Capital Expenditures,” and such Permitted Investment or expenditure is not made within 10 Business Days after receipt of such equity contributions, the Borrower may return such equity contributions to effectuate a MLP Combination; provided, that even if an such Investors or their Affiliates; (j) so long as no Event of Default shall have occurred and is continuingbe continuing or would result therefrom, no Subsidiary from and after the Existing Notes Repayment Date, the Borrower may declare and directly or indirectly pay cash dividends and distributions to Holdings from the proceeds of the Borrower Term Borrowings (other than the Initial First Lien Term Advance) and the Second Lien Credit Agreement for the sole purpose of repaying the Acquisition Loan (or any Indebtedness incurred to refinance the Acquisition Loan) and any related fees, interest or premiums associated therewith; and (k) so long as no Event of Default shall have occurred and be prohibited from upstreaming dividends continuing or other payments would result therefrom, prior to March 31, 2008, the Borrower may declare and directly or indirectly pay cash dividends and distributions to Holdings to enable Holdings to make cash interest payments on the Acquisition Loan (or any Subsidiary of Indebtedness incurred to refinance the Borrower Acquisition Loan), provided that (i) after giving pro forma effect to such dividend or makingdistribution, in the case of any Subsidiary that is Consolidated First Lien Leverage Ratio shall not wholly-owned exceed 1.0 to 1.0, and (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (yii) the amount of all such dividends and payments distributions shall not exceed $3,225,000 in any calendar quarter; provided that any payment which is not made pursuant to all owners this Section 7.06(k) because of Equity Interests the existence of an Event of Default may be made thereafter if such Event of Default shall cease to exist and no other Event of Default shall have occurred and be continuing or would result therefrom. To the extent that the Borrower or its Subsidiaries are permitted to make any Restricted Payments pursuant to this Section 7.06, the same may be made as a loan or advance to the recipient thereof, and in such Subsidiarycase the amount of such loan or advance so made shall reduce the amount of Restricted Payments that may be made by the Borrower and its Subsidiaries in respect thereof.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as long as no Event of Default has occurred and is continuing or would result therefrom, (a) WPZ the Borrower may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) declare and pay dividends with respect to any Quarter (as defined its Equity Interests payable solely in the Partnership Agreement)additional shares of its common stock, (b) each Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) the Borrower and its Restricted Subsidiaries may declare, make, agree to pay and agree to make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for directors, management, employees or consultants of NWP the Borrower and TGPL and their respective Subsidiaries its Restricted Subsidiaries, (d) the Borrower may make Restricted Payments to WPZ LIC and its Subsidiaries, (c) WPZ subsidiaries to the extent necessary to pay principal and interest when due in respect of the Indebtedness of LIC and its Subsidiaries may make payments or other distributions subsidiaries, provided that after giving pro forma effect to officerssuch Restricted Payment, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of no Default shall have occurred and is be continuing, no Subsidiary of and (e) the Borrower shall be prohibited from upstreaming dividends or other payments may make Restricted Payments to the Borrower or LIC and its 509265-1754-14343-Active.16873744.13 subsidiaries to pay any Subsidiary of the Borrower or making, in the case of any Subsidiary taxes that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; are due and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) payable by the Borrower and its Restricted Subsidiaries to LIC or its subsidiaries in accordance with the tax liability allocation and indemnification agreement between the Borrower and LIC. Notwithstanding the foregoing, the Borrower and its Restricted Subsidiaries shall be not permitted to declare and make and agree to pay and pay a Restricted Payment, provided that after giving pro forma effect to such Restricted Payment, (i) no Default shall have occurred and be continuing and (ii) the Consolidated Leverage Ratio shall be less than an amount or equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made 3.50 to all owners of Equity Interests in such Subsidiary1.00.

Restricted Payments. The Borrower Credit Parties will not, and will not permit any of its the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except return any capital to holders of its Equity Interests or make any distribution of its Property to its respective Equity Interest holders (all of which shall be referred to as a “Restricted Payment” for purposes of this Section 9.04(a)), except: (i) the Borrower may declare and pay Restricted Payments with respect to its Equity Interests payable solely in additional shares (or the right to acquire additional shares) of its Equity Interests (other than Disqualified Capital Stock); (ii) Restricted Subsidiaries of the Borrower may declare and pay Restricted Payments ratably with respect to their Equity Interests to its direct parent that is the Borrower or a Subsidiary Guarantor; (iii) so long as no Event as, both before and immediately after giving effect thereto, each of Default has occurred the Specified Conditions is satisfied, the Borrower may declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, in each case in cash, and is continuing or would result therefromwith respect to dividends and distributions, ratably with respect to its Equity Interests; (aiv) WPZ the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Available Cash the Borrower and its Subsidiaries; and (as defined in v) the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Borrower may make Restricted Payments to WPZ and its Subsidiaries, with the net cash proceeds of a substantially concurrent sale or issuance of Equity Interests (cother than Disqualified Capital Stock) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect of the Borrower (to the exercise by any such Persons extent contributed to the Borrower and other than a sale or issuance to a Subsidiary of options, warrants the Borrower) or other rights of a substantially concurrent cash contribution to acquire the Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in (other than Disqualified Capital Stock) of the ordinary course of business, Borrower (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL extent contributed to the Borrower and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate other than a MLP Combinationcontribution by a Subsidiary of the Borrower); provided, that even if an Event the making of Default shall have occurred and is continuinga Restricted Payment within 90 days after such sale, no Subsidiary of the Borrower issuance or contribution shall be prohibited from upstreaming dividends or other payments deemed to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarysubstantially concurrent.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except as that, so long as as, with respect to Subsections (a) through (e) hereof, no Event of Default has shall have occurred and is be continuing at the time of any action described below or would result therefrom, and with respect to Subsection (d) hereof, Borrower is in Pro Forma Compliance with Section 7.11: (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Subsidiary may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of owns Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any ratably according to their respective holdings of the type of Equity Interest in respect of which such Subsidiary that Restricted Payment is not wholly-owned being made; (directly or indirectlyb) by the Borrower may (i) repay the 2015 Convertible Notes in full at maturity and (ii) prior to maturity, with Restricted Cash and pursuant to one or more negotiated repurchases in the open market, repurchase and retire the Convertible Notes; provided such Convertible Notes are repurchased at a weighted average price of not more than 105% of par (price plus commission); (c) the Borrower shall be not less than may pay interest, fees and premiums on the Extended Convertible Notes and repay the Extended Convertible Notes in full at maturity; (d) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (e) the Borrower may repurchase (i) stock pursuant to stock buy-back programs and (ii) Convertible Notes prior to maturity, pursuant to open market repurchases, using unrestricted cash outside the CPCA in an amount equal not to exceed $25,000,000 in the aggregate; (xf) WPZ’s direct or indirect percentage ownership of each Subsidiary may declare and make dividend payments payable solely in common Equity Interests of such Person to a Loan Party and each Loan Party may declare and make dividend payments payable solely in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of common Equity Interests in of such SubsidiaryPerson to another Loan Party; and (g) each Subsidiary may make Restricted Payments to Borrower.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as that, so long as no Event of Default has shall have occurred and is be continuing at the time of any action described below or would result therefrom, : (ai) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries Borrower may make Restricted Payments to WPZ Aavid, and its Subsidiaries(ii) each Subsidiary may make Restricted Payments to the Borrower and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the Equity Interests (other than Disqualified Capital Stock) of such Person; (c) WPZ the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (d) to the extent constituting Restricted Payments, the Borrower and its Subsidiaries may enter into transactions expressly permitted by Section 7.04; (e) the Borrower may make payments or other distributions to officers, directors or employees Restricted Payments with respect to the exercise by any such Persons of optionsrepurchase, warrants redemption or other rights to acquire acquisition or retirement for value of any Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary held by any past, present or future employee, director, officer or consultant of the Borrower (or makingany of its Subsidiaries) pursuant to any equity subscription agreement, stock option agreement or similar agreement or plan; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1,000,000 in any twelve-month period; (f) the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case Borrower may be, to the other owners make repurchases of Equity Interests deemed to occur upon the exercise of employee stock options or warrants if such Equity Interests are surrendered in such Subsidiarylieu of the exercise price thereof; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned and (directly or indirectlyg) by the Borrower may make Restricted Payments on the Closing Date to consummate the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership Fluent Equity Purchase in accordance with the Merger Agreement, solely with proceeds of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryLoans hereunder.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its stockholders or make any distribution of its Property to its Equity Interest holders, except as long as no Event of Default has occurred (i) the Borrower may declare and is continuing or would result therefrom, (a) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) pay dividends with respect to any Quarter its Equity Interests payable solely in additional shares of its Equity Interests (as defined in the Partnership Agreementother than Disqualified Capital Stock), (bii) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ declare and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments pay dividends or any other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of Guarantor with respect to their Equity Interests, (iii) [reserved], (iv)[reserved], and (v) the Borrower or makingmay (a) declare and pay in respect of preferred Equity Interests (which are not Disqualified Capital Stock) regularly scheduled dividends in additional Equity Interests (which are not Disqualified Capital Stock) as and when the same accrue and are payable at the stated dividend rate, (b) issue Equity Interests (which are not Disqualified Capital Stock) in connection with a conversion of such preferred Equity Interests into other Equity Interests, and (c) make cash payments in lieu of fractional shares in connection with any such conversion of preferred Equity Interests. Except as expressly permitted by the terms and conditions set forth in the case of any Subsidiary that is not wholly-owned (DIP Order or this Section 9.04, no Loan Party shall, directly or indirectly, repay, prepay, redeem, purchase, defease or otherwise satisfy prior to the scheduled maturity thereof in any manner any Indebtedness for borrowed money existing on the Petition Date, except, (a) as expressly provided for in any order entered by the Borrower, dividends or payments, as the case may be, Bankruptcy Court that is acceptable to the other owners of Equity Interests Majority Lenders, (b) payments that are made substantially simultaneous with or following Payment in such Subsidiary; and providedFull, further, that, any dividends or (c) payments by any such Subsidiary that is not wholly-owned (directly or indirectly) contemplated by the Borrower to Budget, including payments of interest in respect of the Borrower shall be not less than Prepetition Credit Agreement and (d) payments of other Indebtedness in an amount equal not to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryexceed $250,000.

Restricted Payments. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayment except: (a) any Restricted Subsidiary of the Borrower may declare and pay dividends or make other distributions ratably to (i) its equity holders, except (ii) the Borrower or (iii) the Guarantors; (b) the Borrower may make Restricted Payments to redeem in whole or in part any of its Equity Interest (other than Disqualified Equity Interests) for another class of its Equity Interest or rights to acquire its Equity Interest (other than Disqualified Equity Interests) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interest (other than Disqualified Equity Interests); provided that the only consideration paid for any such redemption is Equity Interest of the Borrower or the proceeds of any substantially concurrent equity contribution or issuance of Equity Interest (other than Disqualified Equity Interests); (c) the Borrower may make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the terms of, and only to the extent required by, and subject to any subordination provisions contained in the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued; (i) the Borrower or any Restricted Subsidiary may repurchase or retire its Equity Interests from present or former employees of the Borrower or any Restricted Subsidiary upon the death, disability, retirement or termination of employment of such employee and (ii) the Borrower may purchase, redeem or otherwise acquire any Equity Interest from its employees pursuant to the terms of any employee stock option or any other employee benefit plan; 77 provided, that (x) the aggregate amount of Restricted Payments pursuant to this clause (d) shall not exceed $50,000,000 per fiscal year and (y) any Restricted Payments permitted (but not made) pursuant to clause (x) of this clause (d) in any prior fiscal year may be carried forward to any subsequent fiscal year so long as the aggregate amount of Restricted Payments made pursuant to this clause (d) shall not exceed $100,000,000; (e) Restricted Payments made in connection with equity compensation that consist solely of the withholding of shares to any employee in an amount equal to the employee’s tax obligation on such compensation and the payment in cash to the applicable Governmental Authority of an amount equal to such tax obligation; provided that the aggregate amount of such withholding and cash payments made during the term of this Agreement shall not exceed $75,000,000 (net of the amount received as reimbursement (including proceeds from the sale of the shares withheld)); (f) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the Borrower shall be in pro forma compliance with the covenant set forth in Section 6.10 as of the last day of the most recently ended Fiscal Quarter or Fiscal Year for which financial statements have been delivered pursuant to Section 5.01(a) or (b) after giving effect to such Restricted Payment , Restricted Payments in an aggregate amount not to exceed the Available Amount determined at such time; (g) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may declare and pay annual dividends in an aggregate amount not to exceed $51,000,000; and (ah) WPZ may make Restricted Payments of Available Cash (so long as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments no Default or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have has occurred and is continuingcontinuing or would result therefrom, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is Restricted Payments not wholly-owned (directly or indirectly) otherwise permitted by the Borrower, dividends or payments, as the case may be, foregoing in an aggregate amount not to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiaryexceed $100,000,000.

Restricted Payments. The REIT and the Borrower will shall not, and will shall not permit any of its their Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except as Payment so long as no any Default or Event of Default has occurred and is continuing exists or would result therefrom. Notwithstanding the foregoing, unless a Default or Event of Default specified in Sections 7.2, 7.6 or 7.7 shall have occurred and be continuing, or if as a result of the occurrence of any other Event of Default the Obligations have been accelerated pursuant to Section 8.1, (a) WPZ the Borrower and its Subsidiaries and any other Subsidiary of the REIT may make Restricted Payments pay dividends and distributions to the REIT and other holders of Available Cash (as defined partnership interests in the Partnership AgreementBorrower with respect to any fiscal year ending during the term of this Agreement to the extent necessary for the REIT to distribute, and the REIT may so distribute, dividends and distributions to its shareholders in an aggregate amount not to exceed the amount required to be distributed for the REIT (i) to remain in compliance with Section 6.19 and (ii) to avoid the payment of U.S. federal or state income or excise tax, and (b) with respect to any Quarter Subsidiary of a Subsidiary REIT, such Subsidiary may pay dividends and distributions to such Subsidiary REIT to the extent necessary for such Subsidiary REIT to distribute, and such Subsidiary REIT may so distribute, dividends and distributions to its shareholders (i) to maintain such Subsidiary REIT’s status as defined in a “real estate investment trust” under the Partnership Agreement)Code and (ii) to avoid the payment of U.S. federal or state income or excise tax. Subsidiaries other than the Borrower may, (b) each of NWP and TGPL and their respective Subsidiaries may at any time, make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to and the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiarySubsidiaries.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except as long as no Event of Default has occurred and is continuing or would result therefrom, that: (a) WPZ Subsidiaries of EWI may pay dividends and make Restricted Payments distributions in respect of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement), their Capital Stock; (b) each of NWP EWI may declare and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make dividend payments or other distributions payable solely in its common stock or other equity interests; (c) EWI may purchase, redeem or otherwise acquire shares of its common stock or other common equity interests or warrants or options to officers, directors or employees with respect to the exercise by acquire any such Persons shares with the proceeds received from the substantially concurrent issuance of new shares of its common stock or other common equity interests; (d) EWI may make payment on or in respect of (i) the stock appreciation rights or contingent valuation rights granted in connection with the RIA Acquisition, and (ii) cash redemption of fractional interests on exercise of rights of conversion under the Convertible Debentures; and (e) EWI and its subsidiaries may make payment on, in respect of, or in connection with (i) a stock incentive plan, stock option plan or other equity-based compensation plan or arrangement or (ii) Capital Stock, options, warrants or and other rights to acquire Equity Interests in WPZ Capital Stock issued or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ granted in connection with their participation any Permitted Acquisition (including, without limitation, the issuance of equity interests, including Capital Stock, as consideration in WPZ’s cash management program connection with any acquisition permitted hereunder, whether as original purchase consideration or in satisfaction of subsequent earn-out obligations, and the sale of equity interests, including Capital Stock, for the sole purpose of financing any acquisition permitted hereunder). (f) any Person EWI may be permitted repurchase the Convertible Debentures on a Repurchase Date to the extent such payment would not require a mandatory prepayment under Section 2.06 (b)(vi); and (g) EWI may make any other Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary Payments only with the prior written consent of the Borrower shall be prohibited from upstreaming dividends or other payments to Administrative Agent and the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryRequired Lenders.

Restricted Payments. The Borrower will shall not, and will not nor shall it permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, Payments except as long as that if no Event of Default has occurred and is continuing exists or would result therefrom, the Borrower may (a) WPZ may make Restricted Payments redeem preferred Equity Interests with the proceeds of Available Cash (or in connection with a contemporaneous issuance of Equity Interests; provided that, as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreementpreferred Equity Interests issued to effect such redemption, such preferred Equity Interests are permitted by Section 6.04(c), (b) each pay non-cash dividends in the form of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiariescommon Equity Interests of the Borrower, (c) WPZ pay non-cash dividends on preferred Equity Interests of the Borrower in the form of additional preferred Equity Interests of the Borrower so long as such additional preferred Equity Interests are permitted by Section 6.04(c), (d) may pay regularly scheduled dividends, in cash, on (i) the Existing Preferred Stock in an aggregate amount during any fiscal year not exceeding (A) $8,000,000 in respect of dividends scheduled to be paid in such year plus (B) the amount of any previously deferred and its Subsidiaries may make payments or other distributions to officersunpaid regularly scheduled dividends; provided that, directors or employees with respect after giving effect to the exercise by payment of any such Persons deferred dividends pursuant to this clause (B), the Borrowing Base Utilization Percentage would be less than 80%, and (ii) the Refinancing Preferred Stock, if any, in an amount not to exceed the limitation set forth in the definition of Refinancing Preferred Stock, (e) repurchase or redeem shares of common Equity Interests of the Borrower from any holder of less than 100 shares of such common Equity Interests, provided that the aggregate amount paid for all such repurchases and redemptions made pursuant to this clause (e) shall not exceed $1,000,000 in any fiscal year and (f) purchase, redeem or acquire, cancel or retire for value capital stock, or options, warrants warrants, equity appreciation rights or other rights to purchase or acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary capital stock of the Borrower shall be prohibited from upstreaming dividends held by any existing or other payments to former directors, employees or management of the Borrower or any Subsidiary of the Borrower or makingtheir assigns, estates or heirs, in each case in connection with employee or director stock option, restricted stock or restricted stock units, or stock purchase agreements or other agreements to compensate such management employees or directors; provided that such redemptions or repurchases pursuant to this clause (f) will not exceed $2,000,000 in the case of aggregate during any Subsidiary that is not wholly-owned (directly or indirectly) by calendar year and $10,000,000 in the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of aggregate for all such dividends redemptions and payments made to all owners of Equity Interests in such Subsidiaryrepurchases.

Restricted Payments. The Borrower will Borrowerwill not, ,and will not permit any of its Subsidiaries to, ,declare or make, or agree to pay or make, directly or indirectly, any dividend on any class of its Capital Stock, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, retirement, defeasance or other acquisition of, any shares of Capital Stock or Indebtedness subordinated to the Obligations of the Borrower or any Guarantee thereof or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except as for (i) dividends payable by Subsidiaries of the Borrower solely in shares of any class of its Capital Stock, (ii) Restricted Payments made by any Subsidiary to the Borrower or to another Subsidiary, on at least a pro rata basis with any other holders of its Capital Stock if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries, (iii) so long as no Event of Default has occurred and is continuing or would result therefromcontinuing, distributions on the Limited Partnership Units and General Partners’ interests in accordance with the Borrower Partnership Agreement, (aiv) WPZ may make Restricted Payments of Available Cash (as defined in the Partnership Agreement) with respect to any Quarter (as defined in the Partnership Agreement)Permitted Tax Distributions, (bv) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees made with respect to the exercise TransCanada Subordinated Debt to the extent allowed under the Subordination Agreement and (vi) payments made with respect to Permitted Subordinated Debt to the extent allowed by any such Persons the terms of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans the agreements entered into by WPZ or such Subsidiary in the ordinary course of businessconnection therewith, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default which agreements shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) been approved by the Borrower, dividends or payments, as Administrative Agent and the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryRequired Lenders.

Restricted Payments. The Borrower Borrowers will notnot make, and will not permit any of its respective Subsidiaries to, declare or to make, or agree to pay or makeexcept as specifically set forth in Section 7.4(b) below, directly or indirectly, any declaration of any dividend other than (A) an Intercompany Loan entered into in compliance with the terms of this Agreement whether or not such Intercompany Loan becomes a deemed dividend pursuant to any applicable accounting rule on, or any other payment or distribution in respect of, any shares of Capital Stock of any Borrower, and (B) distributions or dividends payable by a Borrower to ThermaClime in order to permit ThermaClime to make the distributions to Parent permitted under Section 7.4(b) below; payment or distribution on account of the purchase, repurchase, redemption, put, call or other retirement of any shares of Capital Stock of any Borrower or Parent or of any warrant, option or other right to acquire such shares; or payment or distribution on account of any Indebtedness of any Borrower that is subordinate to the Term Loans, including, without limitation the Intercompany Loans, other than payment to a Borrower pursuant to an Intercompany Note which has been pledged and delivered to Agent pursuant to the Security Documents (or held by the Working Capital Agent on behalf of Agent, for the benefit of the Lenders), or except to the extent that such payment is permitted pursuant to any subordination provisions approved by Agent. Notwithstanding anything to the contrary in Section 7.4(a) hereof, the "Restricted Payment, except Payments" specifically set forth below may be made as follows: ThermaClime may make distributions and pay dividends to Parent in repayment of the costs and expenses incurred by Parent that are directly allocable to the Borrower for Parent's provision of the Services (as defined in the Services Agreement) on behalf of the Borrowers pursuant to the Services Agreement; so long as no Potential Default or Event of Default has occurred and is continuing or would result therefrom, ThermaClime may make distributions and pay dividends to Parent in respect of the management fees payable by ThermaClime to Parent in accordance with the Management Agreement, provided that (A) the aggregate amount of all such payments made by Borrowers pursuant to this clause (e) shall not exceed $1,800,000 during any fiscal year of ThermaClime or the maximum management fees payable to Parent each calendar quarter under the Management Agreement and (B) after giving effect to all management fees paid to the Parent and all management fees that have been paid to the Parent and thereafter reimbursed by the Parent to the Borrowers, in each case in any fiscal year of ThermaClime, the difference between (x) EBITDA for such fiscal year as reflected in ThermaClime's audited financial statements for such fiscal year and (y) the management fees paid to and retained by the Parent in such fiscal year shall not be less than $26,000,000; so long as Agent has not exercised any of its rights or remedies following an Event of Default, ThermaClime may make distributions and pay dividends to Parent in an aggregate amount not to exceed, during each fiscal year, the consolidated income tax liability of the Borrowers for such fiscal year; each Borrower may repay loans to EDN, provided that (A) no Potential Default or Event of Default has occurred and is continuing or would result from the making of such repayments, (B) the aggregate amount of such repayments does not exceed $1,000,000 during any week unless, after giving effect to such repayments, excess availability (as determined under the Working Capital Loan Agreement) would not be less than $2,000,000, and (C) from and after the Closing Date, the aggregate amount of such repayments provided to EDN by the Borrowers shall not exceed the aggregate amount of distributions and dividends paid by EDN to the Borrowers at any time excluding, for purposes of this clause (C), the repayment made by Borrowers to EDN after the Closing Date but prior to EDN's fiscal year ending 2004 which shall be in an amount not greater than the amount sufficient to permit EDN to make the lease payout required on December 23, 2004 in connection with the Bayer Agreement; ThermaClime may repurchase any ThermaClime Notes so long as (A) no Default or Event of Default has occurred and is continuing or would result therefrom, (aB) WPZ after giving effect to such repurchase, excess availability (as determined under the Working Capital Loan Agreement) is not less than $5,000,000 and (C) after giving effect to such repurchase, the Consolidated Leverage Ratio was less than or equal to 3.75 to 1.0 for the most recently ended fiscal quarter; ThermaClime may make Restricted Payments distributions and pay dividends to Parent in an aggregate amount not to exceed, during each fiscal year, the sum of Available Cash (A) fifty percent (50%) of the actual consolidated net income (as defined determined in accordance with GAAP) of Borrowers for such fiscal year, plus (B) the Partnership Agreement) amounts paid to Parent during such fiscal year in accordance with respect to any Quarter (as defined in the Partnership AgreementSection 7.4(b)(iii), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to the exercise by any such Persons of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreement, (e) TGPL and NWP and their Subsidiaries may distribute cash to WPZ in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an (A) no Potential Default or Event of Default shall have has occurred and is continuing or would result therefrom, (B) after giving effect to such distributions or dividends, excess availability (as determined under the Working Capital Loan Agreement) is not less than $7,500,000 and (C) after giving effect to such repurchase, the Consolidated Leverage Ratio for the most recently ended fiscal quarter was less than or equal to 3.25 to 1.0; in the event of any receipt by Cherokee of the Dynegy Settlement, Cherokee may make a distribution to Parent in the amount of (i) such Dynegy Settlement, less the cash reserve established by Cherokee on a good faith basis necessary to cover any judgment or claim that remains outstanding from any Borrower to Dynegy, so long as immediately prior to and after giving effect to such distribution, no Potential Default or Event of Default has occurred and is continuing; and notwithstanding the restrictions in Section 7.4(a)(i), no Subsidiary any Borrower may make payments to repay loans made after the Closing Date to any such Borrower from Parent, provided that (A) such loan constitutes Permitted Indebtedness under paragraph (h) of the Borrower shall be prohibited from upstreaming dividends definition of Permitted Indebtedness and (B) no Potential Default or other payments to the Borrower Event of Default has occurred and is continuing or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarywould result therefrom.

Restricted Payments. The Borrower will not, and will not permit Parent or any other Subsidiary of its Subsidiaries to, declare or make, or agree Parent to pay or make, directly or indirectly, make any Restricted Payment; provided, except as that, so long as it is permitted by law, and so long as (i) except with respect to clause (d) below, no Default or Event of Default has shall have occurred and is be continuing or would result therefrom, (ii) except with respect to clause (d) below, Liquidity equals or exceeds $15,000,000 (and, with respect to clause (e) below, Liquidity equals or exceeds $20,000,000) after giving effect to the making of such Restricted Payment and (iii) Parent and its Subsidiaries would have been in compliance with the financial covenants in Section 7 for the 12 month period ended immediately prior to the date of such proposed Restricted Payment as if a Financial Covenant Period was in effect: (a) WPZ Borrower or any other Subsidiary may make Restricted Payments distributions to Parent and Parent may make concurrent distributions to former employees, officers, or directors of Available Cash Parent or Borrower (as defined or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Parent held by such Persons, provided, that the aggregate amount of such redemptions made by Parent (whether in exchange for cash or the issuance of Indebtedness permitted pursuant to clause (l) of the definition of Permitted Indebtedness) does not exceed $750,000 in the Partnership Agreementaggregate, (b) Parent may make distributions to former employees, officers, or directors of Parent or Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Parent on account of repurchases of the Equity Interests of Parent held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Parent; (c) Borrower or any other Subsidiary of Parent may make distributions to Parent for (i) the concurrent payment of the purchase price in connection with a Permitted Acquisition, (ii) the concurrent issuance of a dividend to the holders of Parent's Equity Interests, (iii) the concurrent repurchase of Equity Interests of Parent from holders thereof, (iv) the capitalization of new Subsidiaries of Parent that are Loan Parties and have complied with Section 5.11 and (v) the capitalization of Subsidiaries not required to guarantee the Obligations under Section 5.11 in an amount not to exceed (x) $100,000 (minus the amount of any Investments made in such Subsidiary under clause (p) of the definition of "Permitted Investments") with respect to any Quarter such Subsidiary and (as defined y) $1,000,000 (minus the aggregate amount of any Investments made in such Subsidiaries under clause (p) of the definition of "Permitted Investments) in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ and its Subsidiaries may make payments or other distributions to officers, directors or employees aggregate with respect to all such Subsidiaries; (d) Borrower may make distributions to Parent (i) in an aggregate amount not to exceed $2,500,000 in any fiscal year to the exercise by any such Persons extent necessary to permit Parent to pay general holding company administrative, compliance, accounting and legal costs and expenses (including the cost of optionsdirector and officer indemnity insurance and the payment of independent director fees and expenses), warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary each case incurred in the ordinary course of businessbusiness of the Loan Parties and (ii) so long as Parent files a consolidated return with Borrower, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership Agreementextent necessary to permit Parent to discharge the consolidated Tax liabilities of Parent and its Subsidiaries, in each case so long as Parent substantially concurrently applies the amount of any such distributions for such purpose; and (e) TGPL and NWP and their Subsidiaries Borrower may distribute cash make payments with respect to WPZ in connection with their participation in WPZ’s cash management program and Indebtedness permitted by clause (fq) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary definition of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such SubsidiaryPermitted Indebtedness.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (including contingent or otherwise) to do so (other than those permitted under Section 7.03(d) or Section 7.04(d)) except as that so long as no Event of Default has shall have occurred and is be continuing at the time of any action described below or would result therefrom, : (a) WPZ may make Restricted Payments each Subsidiary (which for this purpose includes any trust or trusts formed for the purposes of Available Cash (as defined in the Partnership Agreementissuing trust preferred securities) with respect to any Quarter (as defined in the Partnership Agreement), (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ the Guarantor and its Subsidiariesany other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (cb) WPZ the Guarantor and its Subsidiaries each Subsidiary may declare and make dividend payments or other distributions payable in the common stock or other common Equity Interests of such Person; (c) the Guarantor and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issuance of new shares of its common stock or other common Equity Interests (other than proceeds received from any substantially concurrent sale of Warrants); (d) the Guarantor may declare and pay or make dividends (including cash dividends), stock repurchases and distributions; (e) the Guarantor and any Subsidiary may make any payment (even if such payment is in the form of a Restricted Payment) to officers, directors the Guarantor or employees another Subsidiary that is required to be made with respect to or in connection with the exercise by terms of any such Persons of optionsTax sharing, warrants Tax allocation or other rights similar Tax arrangement or agreement entered into among the Guarantor and its Subsidiaries; (f) the Guarantor may enter into any Call Options and Warrants and may make any payment in connection with entry by the Guarantor into any Call Options; provided that any other Restricted Payment to acquire Equity Interests be made in WPZ or connection with any Call Options and Warrants may only be made to the extent otherwise permitted by this Section 7.05 at the time such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans Restricted Payment is made; provided further that any Call Options and Warrants entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant Borrower prior to the Partnership Agreement, Merger Amendment Date may remain outstanding; (eg) TGPL and NWP and their Subsidiaries the Borrower may distribute cash make any payment in Equity Interests of the Guarantor in settlement of any Warrant issued prior to WPZ the Merger Amendment Date in satisfaction of any obligation of the Borrower in connection with their participation in WPZ’s cash management program the termination, cancellation or early unwind of any Warrant issued prior to the Merger Amendment Date, and (f) any Person the Guarantor may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary payment in Equity Interests of the Borrower shall be prohibited from upstreaming dividends Guarantor in settlement of any Warrant issued in satisfaction of any obligation of the Guarantor in connection with the termination, cancellation or early unwind of any Warrant issued; and (h) the Guarantor may make any other payments payment in satisfaction of any obligation of the Guarantor in connection with the termination, cancellation or early unwind of any Warrant, but only to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary extent that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payment is less than or equal to the amount of any substantially concurrent payment or payments made to all owners received by the Guarantor in connection with the termination, cancellation or early unwind of Equity Interests in such Subsidiaryany Call Option.

Restricted Payments. The Borrower will not, and will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except as that, so long as it is permitted by law, and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom: (a) Borrower and any of its Subsidiaries may make Restricted Payments permitted pursuant to Section 6.6(a); (i) each Subsidiary of a Loan Party may make Restricted Payments (other than in respect of Subordinated Indebtedness) to any Loan Party (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis), and (ii) each Subsidiary that is not a Loan Party may make Restricted Payments to any Subsidiary, (c) Borrower and any of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Qualified Equity Interests of such Person, (d) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing) on account of redemptions of Equity Interests of Borrower held by such Persons, provided, that the aggregate amount of such distributions made by Borrower during the term of this Agreement plus the amount of Indebtedness outstanding under clause (n) of the definition of Permitted Indebtedness, does not exceed $5,000,000 in the aggregate, (e) Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower, (f) Borrower may declare and pay dividends in accordance with Borrower’s historical dividend policy in an aggregate amount not to exceed $10,000,000 in any Fiscal Year, (g) Borrower may make additional Restricted Payments so long as the aggregate amount of such Restricted Payment does not exceed the Available Amount at such time; provided that (i) at the time of such Restricted Payment, no Event of Default has occurred and is continuing or would result therefromtherefrom and (ii) Borrower demonstrates that the Consolidated Leverage Ratio, calculated on a pro forma basis after giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith, is not greater than 2.75 to 1.00, and (ah) WPZ may make Restricted Payments of Available Cash (as defined in To the Partnership Agreement) with respect extent not otherwise permitted pursuant to any Quarter (as defined in the Partnership Agreement)this Section 6.7, (b) each of NWP and TGPL and their respective Subsidiaries may make Restricted Payments to WPZ and its Subsidiaries, (c) WPZ Borrower and its Subsidiaries may make payments or other distributions to officers, directors or employees with respect to additional Restricted Payments in an aggregate amount not exceeding $25,000,000 during the exercise by any such Persons term of options, warrants or other rights to acquire Equity Interests in WPZ or such Subsidiary issued pursuant to an employment, equity award, equity option or equity appreciation agreement or plans entered into by WPZ or such Subsidiary in the ordinary course of business, (d) WPZ may reimburse the General Partner for expenses pursuant to the Partnership this Agreement, (e) TGPL so long as Borrower demonstrates that they are in compliance with the financial covenants set forth in Section 7, calculated on a pro forma basis after giving effect to such Restricted Payment and NWP and their Subsidiaries may distribute cash to WPZ any Indebtedness incurred in connection with their participation in WPZ’s cash management program and (f) any Person may be permitted to make any Restricted Payment required to effectuate a MLP Combination; provided, that even if an Event of Default shall have occurred and is continuing, no Subsidiary of the Borrower shall be prohibited from upstreaming dividends or other payments to the Borrower or any Subsidiary of the Borrower or making, in the case of any Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower, dividends or payments, as the case may be, to the other owners of Equity Interests in such Subsidiary; and provided, further, that, any dividends or payments by any such Subsidiary that is not wholly-owned (directly or indirectly) by the Borrower to the Borrower shall be not less than an amount equal to (x) WPZ’s direct or indirect percentage ownership of Equity Interests in such Subsidiary times (y) the amount of all such dividends and payments made to all owners of Equity Interests in such Subsidiarytherewith.