Common use of Restricted Payments Clause in Contracts

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare Declare or pay any dividend (other than dividends payable solely in common stock or other applicable common equity interests of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock (but excluding any of the foregoing with respect to any debt security that is convertible into, or exchangeable for, Capital Stock) of the Company or any Subsidiary, whether now or hereafter outstanding, or make any other distributions distribution in respect of any class or series of its equity intereststhereof, or (ii) either directly or indirectly purchaseindirectly, redeem, whether in cash or otherwise acquire property or retire any in obligations of its equity interests the Company or any warrantsSubsidiary (collectively, options, or similar instruments to acquire the same (each a “Restricted PaymentPayments”); provided, however, that the foregoing shall not operate to preventexcept that: (a) any Subsidiary may make Restricted Payments to the making Company, any Subsidiary or to any other Person (ratably based on such other Person’s equity ownership in such Subsidiary) which owns Capital Stock of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity;such Subsidiary; (b) each Borrower so long as no Event of Default shall have occurred and each Subsidiary be continuing, the Company may declare and make dividend payments purchase the Company’s common stock held by any Permitted Payee upon the death, disability or other distributions payable solely in common or subordinated Ownership Interests termination of employment of such Person officer or employee; provided that the aggregate amount of Restricted Payments under this paragraph (b) in any fiscal year shall not exceed the lesser of (i) $10,000,000 and (y) the sum of $5,000,000 plus the amount of Restricted Payments permitted to be made pursuant to this paragraph (b) in any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests;previous fiscal year but not so made as a Restricted Payment pursuant to this paragraph (b) in any previous fiscal year; (c) each Borrower the Company may make Restricted Payments if, after giving effect thereto, the Total Net Leverage Ratio calculated on the date of incurrence thereof on a Pro Forma Basis would be less than 1.50 to 1.00 (it being understood that any Restricted Payment permitted at the time it was made shall be deemed to be permitted notwithstanding that the conditions specified in this paragraph (c) for such Restricted Payment may no longer be satisfied thereafter); provided that no Event of Default shall have occurred and each Subsidiary may purchase, redeem be continuing or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests;would result therefrom); (d) the MLP Company may make withhold shares of Capital Stock of the Closing Date Distribution;Company from, and pay personal payroll taxes of employees in respect of vested restricted shares of, options to purchase and other equity incentive awards in respect of, the Capital Stock of the Company; (e) the MLP Company may make additional Restricted Payments in an amount not to exceed the Over-Allotment Distribution portion, if any, of the Available Amount on such date that the Effective Date and/or from time Company elects to time within thirty apply to this clause (30e); provided that (x) days thereafter; with respect to the use of the portion of the Available Amount set forth in (fa)(ii) so long as of the definition thereof, no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation (y) with respect to the use of any Legal Requirement (including Section 17-607 each other portion of the Delaware Revised Uniform Limited Partnership Act) Available Amount, no Specified Event of Default shall have occurred and be continuing or would result therefrom; (f) the Company may make additional Restricted Payments in an aggregate amount, together with the amount of Restricted Debt Payments made pursuant to Section 7.13(f), not to exceed the greater of $62,000,000 and 35% of Consolidated EBITDA for the most recently ended Test Period; (g) the Company may repurchase, redeem, acquire or retire Capital Stock upon (or make provisions for withholdings in connection with) (or make provisions for withholdings in connection with), the MLP exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock if such Capital Stock represents all or a portion of the exercise price of, or tax withholdings with respect to, such warrants, options or other securities convertible into or exchangeable for Capital Stock as part of a “cashless” exercise; (h) to the extent constituting a Restricted Payment, the Company may consummate any transaction permitted by Section 7.5 (other than Sections 7.5(c)) and Section 7.7 (other than Section 7.7(y) and 7.7(cc)); (i) the Company may pay any dividend or other distribution or consummate any redemption within 60 days after the date of the declaration thereof or the provision of a redemption notice with respect thereto, as the case may be, if at the date of such declaration or notice, the dividend, distribution or redemption contemplated by such declaration or redemption notice would have complied with the provisions of this Section 7.6; (j) the company may make additional Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available an amount equal to 7.00% of the Net Cash Proceeds of a Qualifying IPO; (k) the Company may make a distribution, by dividend or otherwise, of the Capital Stock of any Unrestricted Subsidiary (or a Subsidiary that owns one or more Unrestricted Subsidiaries; provided that such Subsidiary owns no assets other than Capital Stock of one or more Unrestricted Subsidiaries and immaterial assets incidental to the ownership thereof); (l) the Company may make payments and distributions to satisfy dissenters’ rights (including in connection with, or as a result of, the exercise of appraisal rights and the settlement of any claims or actions (whether actual, contingent or potential)), pursuant to or in connection with any acquisition, merger, consolidation, amalgamation or Disposition that complies with Section 7.5 or any other transaction permitted hereunder; (m) the Company may make a Restricted Payment in respect of required withholding or similar non-U.S. Taxes with respect to such fiscal quarter, so long as the Borrowers shall be any Permitted Payee and any repurchases of Capital Stock in compliance (after giving pro forma effect to the making consideration of such Restricted Payment) payments, including deemed repurchases in connection with the covenants contained Section 6.20(a), and exercise of stock options or the Borrowers shall have delivered an executed compliance certificate in the form issuance of Exhibit E evidencing such compliance with Section 6.20(a)restricted stock units or similar stock based awards; and (gn) Restricted Payments for any taxable period for which the Company and/or any of its Subsidiaries are members of a consolidated, combined, unitary or similar group for any federal, state, or local income tax purposes, the Company may pay any federal, state or local income taxes, or any franchise taxes imposed in lieu thereof, to officersany parent of any consolidated, directors combined, unitary or similar group that includes the Company or any of its Subsidiaries or joint ventures in respect of any consolidated, combined, unitary or similar income tax return that includes the Company or any of its Subsidiaries or joint ventures to the extent attributable to the income of the Company and/or its Subsidiaries or joint ventures determined as if the Company and employees pursuant to employment its Subsidiaries or benefit plans joint ventures filed a consolidated, combined, unitary or agreements in an aggregate amount not to exceed $500,000 in similar return separately from any fiscal yearother members of the group.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries toRestricted Payment, or incur any obligation (icontingent or otherwise) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity intereststo do so, or (iiin the case of Subsidiaries of the Company only) directly issue or indirectly purchasesell any Equity Interests, redeemexcept that, so long as no Default or otherwise acquire Event of Default shall have occurred and be continuing at the time of any action described below or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Subsidiary may make Restricted Payments to (i) the making Company and its Subsidiaries and (ii) any other Person that owns an Equity Interest in such Subsidiary, in each case of dividends or distributions by any direct or indirect Wholly-owned Subsidiary clauses (i) and (ii), ratably according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Restricted Payment is being made; (b) each Borrower the Company and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership the Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interestsother than Disqualified Stock; (c) each Borrower the Company and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestsshares of its Qualified Stock; (d) the MLP Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Closing Date DistributionCompany and its Subsidiaries; (e) the MLP Company may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty make other Restricted Payments; provided that (30A) days thereafterafter giving effect to each such Restricted Payment and any related transactions (including any related incurrence of Indebtedness), the Consolidated Leverage Ratio for the most recently completed Test Period shall be less than 2.75:1.00, calculated on a Pro Forma Basis and (B) prior to making any such Restricted Payment, if requested by the Administrative Agent, the Administrative Agent shall have received a certificate, dated the date of such Restricted Payment and signed by a Responsible Officer of the Company, confirming compliance with the restrictions set forth in this Section 7.06(e) and containing calculations in reasonable detail demonstrating such compliance; (f) so long as no Default or Event of Default has occurred the Company would be in compliance with Section 7.11 on a Pro Forma Basis after giving effect to such Restricted Payments and is continuing or would result therefrom and no violation of any Legal Requirement related transactions (including Section 17-607 any related incurrence of the Delaware Revised Uniform Limited Partnership Act) would result therefromIndebtedness), the MLP Company may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements otherwise permitted hereunder in an aggregate amount not to exceed $500,000 300,000,000 (such amount to be increased by an additional $50,000,000 at the beginning of each fiscal year of the Company ending after the Closing Date); (g) sales or issuances of Equity Interests (i) to the Company or to a wholly-owned Subsidiary of the Company; (ii) constituting directors’ qualifying shares or sales to foreign nationals required for compliance with applicable Laws; (iii) in a transaction otherwise permitted hereunder and resulting in such Subsidiary no longer constituting a Subsidiary, so long as the remaining Investment would have been permitted under Section 7.02; (iv) constituting the issuance of common Equity Interests (including warrants, options or rights to purchase shares of common Equity Interests, but excluding Disqualified Stock), or issuances of Disqualified Stock permitted under Section 7.03; or (v) in a Subsidiary that is, or is intended to be, a joint venture or partially-owned Subsidiary to a joint venture partner or other investor to the extent that the joint venture partner or other investor contributes or transfers cash, Cash Equivalents, or other assets the value of which is at least equivalent to the fair market value of the Equity Interests so sold or issued; (h) the Company and its Subsidiaries may make Restricted Payments as part of a Permitted Restructuring Transaction; or (i) the making of cash payments in connection with the Put Right or any fiscal yearcall or other redemption rights pursuant to the PO Holding Agreement.

Restricted Payments. No Borrower Credit Party shall, nor or shall it permit any of its Subsidiaries that are Restricted Subsidiaries to, make any Restricted Payment at any time; provided that: (i) declare the Borrower and any Restricted Subsidiary may make Restricted Payments to the Borrower or another Credit Party that is a wholly-owned Subsidiary of the Borrower or is wholly-owned by the Credit Party who is the recipient of such payment, (ii) the Borrower and any Restricted Subsidiary may pay any dividends on or its Capital Stock in the form of shares of additional Capital Stock so long as no Change of Control shall result from the payment of such share dividend, (iii) the Borrower may make any other distributions Restricted Payments in respect of dividends or other payments on Capital Stock, repurchase of Capital Stock and payments on Permitted Subordinated Indebtedness in any class or series Fiscal Year not in excess of its equity interestsnet income for the previous fiscal year so long as no Unmatured Default or Default then exists or would result therefrom, (iv) so long as no Default exists, the repurchase or other acquisition of Capital Stock of the Borrower or any Restricted Subsidiary from employees, former employees, directors or former directors of the Borrower or any Restricted Subsidiary (or permitted transferees of such employees, former employees, directors or former directors), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of the Borrower under which such individuals purchase or sell, or (ii) directly are granted the option to purchase or indirectly purchasesell, redeem, or otherwise acquire or retire any shares of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”)such Capital Stock; provided, however, that the foregoing aggregate amount of such repurchases and other acquisitions (excluding amounts representing cancellation of Indebtedness) shall not operate to prevent:exceed $5,000,000 (or its equivalent in any other currency) in any calendar year, (av) repurchases of Capital Stock may occur upon exercise of stock options if such Capital Stock represents a portion of the making exercise price of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity;such options, (bvi) each Borrower and each Subsidiary cash payments may declare and make dividend payments be made in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other distributions payable solely in common securities convertible into or subordinated Ownership Interests exchangeable for Capital Stock of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests;Borrower, (cvii) each Borrower and each Subsidiary Restricted Payments may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received be made from the substantially concurrent issue proceeds, not required to be applied to pay other Indebtedness, of the issuance of new common Capital Stock to a Person that is not the Borrower or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefroma Subsidiary, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (gviii) other Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount may be made not to exceed $500,000 20,000,000 (or its equivalent in any fiscal yearother currency) in the aggregate.

Restricted Payments. No The Borrower shallwill not, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) agree to pay or make, directly or indirectly purchaseindirectly, redeemany Restricted Payment, or otherwise acquire incur any obligation (contingent or retire any of its equity interests or any warrantsotherwise) to do so, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) the making of any Restricted Subsidiary may declare and pay dividends or make other distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower with respect to its parent entityEquity Interests, or make other Restricted Payments in respect of its Equity Interests, in each case ratably to the holders of such Equity Interests; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests payable solely in common or subordinated Ownership Interests shares of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Equity Interests; (c) each the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other compensation or benefit plans approved by the Borrower’s board of directors, or any committee thereof, for directors, officers or employees of the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership InterestsRestricted Subsidiaries; (d) the MLP Borrower and any Restricted Subsidiary may make any Restricted Payment required to effect a REIT Conversion, including, for the Closing Date Distributionavoidance of doubt, any Restricted Payment necessary to satisfy the requirements of Section 857(a)(2)(B) of the Code (or any successor provision); (e) for so long as the MLP Borrower or any Restricted Subsidiary is a REIT, the Borrower and the Restricted Subsidiaries may make any Restricted Payment; provided that the Over-Allotment Distribution aggregate amount of such Restricted Payments do not exceed, for any four consecutive fiscal quarters of the Borrower, such amount as may be required for the Borrower or any Restricted Subsidiary, as applicable, to continue to qualify as a REIT or to avoid the imposition of income or excise taxes on the Effective Date and/or from time to time within thirty (30) days thereafter;Borrower or any Restricted Subsidiary; and (f) the Borrower and the Restricted Subsidiaries may make any Restricted Payment so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.

Restricted Payments. No Borrower shallThe Company shall not declare or make any Restricted Payment, nor shall it permit any of its Subsidiaries to, except: (i) declare Restricted Payments made in connection with the defeasance, redemption or pay any dividends on or make any other distributions in respect repurchase of any class or series Indebtedness with the Net Cash Proceeds of its equity interests, or Permitted Refinancing Indebtedness; and (ii) directly Restricted Payments of any Subsidiary of the Company to the Company or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Whollyanother wholly-owned Subsidiary of any Borrower to its parent entity;the Company; and (biii) each Borrower and each Subsidiary may declare and make dividend payments Restricted Payments made in connection with claims for reimbursement, indemnification or contribution arising out of or related to the Asset Purchase Agreement; and (iv) any Restricted Payment that constitutes a payment in respect of a purchase price adjustment, earn-out or other distributions payable solely similar form of contingent purchase price in common connection with any Acquisition (including the IITRI Acquisition) consummated on or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make before the Closing Date Distribution;as set forth on Exhibit 10.3(f) and any Permitted Acquisition; and (ev) the MLP may make the Over-Allotment Distribution Restricted Payments that constitute payments of principal, interest, premium, fees, expenses or other amounts due on the Effective Securities pursuant to this Agreement and the other Operative Documents, and Restricted Payments that constitute mandatory payments of principal, interest, premium, fees or expenses due on or under the Seller Note Securities Purchase Agreement, the Seller Notes or the Seller Warrants or the other Operative Documents (as defined in the Seller Note Securities Purchase Agreement), in each case subject to the terms of the Subordination Agreements and any restrictions provided in the documents for such Indebtedness; and (vi) Restricted Payments made (v) in connection with the redemption or repurchase for value of any Capital Stock of the Company as a result of distributions by the ESOT of such Capital Stock to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (w) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (x) in good faith and belief by the Company to be made with respect to the payments described in the preceding clauses (v) or (w) but which do not so qualify for the status described in the preceding clauses (v) or (w) on account of administrative error or mistake, provided that such payment would not otherwise result in a Default or Event of Default hereunder and either (A) such payments do not collectively exceed $250,000 during the period from the Closing Date and/or from time to time through the date of such payment or (B) such payment is recovered by the Company within thirty (30) days thereafter; thereof and the Company's books and records are accordingly adjusted to reflect such recovery, together with all other such payments under this subclause (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of B), do not collectively exceed $1,000,000 during the Delaware Revised Uniform Limited Partnership Act) would result therefrom, period from the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as Closing Date through the Borrowers shall be in compliance (after giving pro forma effect to the making date of such Restricted Paymentpayment, or (y) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)administrative fees or expenses of the ESOP or the ESOT including, without limitation, the fees of the ESOT Trustee or (z) as contributions to the ESOT as required under the ESOP Plan Documents; and (gvii) Restricted Payments made in connection with stock appreciation rights plans, phantom stock plans and other equity-based incentive compensation arrangements or plans to officersthe extent such payments would not be in violation of the terms of this Agreement or any other Operative Document. provided, directors and employees however, that in no event shall any Restricted Payments (other than (1) to the Company, (2) as permitted by clause (ii) above, (3) Restricted Payments (x) resulting from distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to the termination by participants in the ESOP of employment with the Company or benefit plans any Controlled Group member or agreements (y) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, and (4) Restricted Payments resulting from contributions to the ESOT as required under the ESOP Plan Documents) be declared or made if either a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom; provided, further, that in an aggregate amount not no event shall any Restricted Payment be permitted under clause (v) above with respect to exceed $500,000 the Seller Notes, Seller Warrants or other Operative Documents (as defined in any the Seller Note Securities Purchase Agreement) unless the Company shall have delivered to the holders of the Notes a compliance certificate in substantially the form of Exhibit 10.1(a)(iv)(b) hereto for the most recently completed fiscal yearquarter calculated giving effect to such Restricted Payment as of the last day of such prior fiscal quarter and certifying that the Company is in compliance with the financial covenants in section 10.4 as of the last day of such prior fiscal quarter.

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment except that, so long as no Default shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect have occurred and be continuing at the time of any class action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Restricted Subsidiary may make Restricted Payments to the making Borrower, the Guarantors and any other Person that owns an Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of dividends or distributions by any direct or indirect Wholly-owned Subsidiary the type of any Borrower to its parent entityEquity Interest in respect of which such Restricted Payment is being made; (b) each the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests the Qualified Stock of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestsshares of its Qualified Stock; (d) the MLP Borrower and each Restricted Subsidiary may make Restricted Payments in respect of, and in the Closing Date Distributionamount of, any withholding tax obligation related to the issuance, vesting, repurchase, forfeiture, transfer, liquidation, or distributions with respect to any equity compensation held by or for the benefit of the employees, officers or directors of the Borrower or any Restricted Subsidiary; provided that the aggregate amount of payments under this clause (d) in any fiscal year of the Borrower shall not exceed $5,000,000; provided, further, that any Restricted Payments permitted (but not made) pursuant to this clause (d) in any prior fiscal year may be carried forward to any subsequent fiscal year (subject to an annual cap of no greater than $10,000,000); (e) in the MLP ordinary course of its business, the Borrower may make Restricted Payments pursuant to and in connection with stock option plans or other benefit plans or arrangements for directors, management, employees or consultants of the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterBorrower and its Restricted Subsidiaries; (f) the Borrower and its Restricted Subsidiaries may make Restricted Payments constituting purchases by the Borrower or any of its Restricted Subsidiaries of any other Subsidiary’s capital stock pursuant to a transaction expressly permitted by Section 7.02 (other than Section 7.02(m)); (g) subject to satisfaction of the Available Amount Conditions, the Borrower and each Restricted Subsidiary may make Restricted Payments not otherwise permitted by this Section 7.06 in an amount not to exceed the Available Amount at such time; and (h) so long as no Default or Event of Default Borrowing Base Deficiency has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower and each Restricted Subsidiary may make Restricted Payments payments of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests or debt securities that are convertible into, or exchangeable for, Equity Interests of any such Person in accordance with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yeartheir terms.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly to do so, except that, in each case (except Section 8.06(a)) so long as no Default or indirectly purchase, redeem, or otherwise acquire or retire any Event of its equity interests or any warrants, options, or similar instruments to acquire Default shall have occurred and be continuing (both before and after the same (each a “making of such Restricted Payment”); provided, however, that the foregoing shall not operate to prevent:): (a) each Restricted Subsidiary may make Restricted Payments to the making of dividends or distributions by any direct or indirect WhollyBorrower and to wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of any Borrower to its parent entitycapital stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its Ownership common stock or other common Equity Interests or warrants or options to acquire any such shares in connection with the proceeds received from the substantially concurrent issue of new common customary employee or subordinated Ownership Interestsmanagement agreements, plans or arrangements; (d) the MLP Borrower shall be permitted to make Restricted Payments in the form of cash dividends to the shareholders of the Borrower in an aggregate amount in any fiscal year not to exceed $10,000,000; provided that, any amount of cash dividends permitted to be paid by this clause (d) but not paid in respect of any fiscal year commencing on or after October 1, 2006, may make the Closing Date Distributionbe carried forward and paid in any subsequent fiscal year; (e) the MLP may Borrower and each Subsidiary shall be permitted to make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make other Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing cash dividends, distributions, purchases, redemptions or other acquisitions of or with respect to shares of its common stock or other common Equity Interests either (i) if at the time of making such compliance Restricted Payment the Consolidated Leverage Ratio (calculated on a pro forma basis giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with Sections 1.04(c) and (d)) is not greater than 3.50 to 1.00, on an unlimited basis, and (ii) if at the time of making such Restricted Payment the Consolidated Leverage Ratio (calculated on a pro forma basis giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with Sections 1.04(c) and (d)) is greater than 3.50 to 1.00 but less than the maximum permitted level for the most recently ended fiscal quarter set forth in Section 6.20(a8.12(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearyear of the Borrower not greater than the Maximum Annual Payment Amount (less any portion of the Maximum Annual Payment Amount utilized to make Investments pursuant to Section 8.02(o) or to prepay or otherwise satisfy Indebtedness pursuant to Section 8.11(a)(iv)).

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit any of its Subsidiaries to, (i) or agree to declare or pay make, directly or indirectly, any dividends on or make Restricted Payment (including pursuant to any other distributions in respect of any class or series of its equity interestsSynthetic Purchase Agreement), or incur any obligation (iicontingent or otherwise) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”)do so; provided, however, that as of the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary date of any Borrower to its parent entity; such Restricted Payment and after giving effect thereto, (bi) each Borrower and each any Restricted Subsidiary may declare and pay dividends or make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; ratably to its equity holders, (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (fii) so long as no Default or Event of Default has or Default shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees, (iii) the Borrower may make other Restricted Payments in an aggregate amount when combined with respect all payments made pursuant to any fiscal quarter Section 6.07(a)(vi) not to exceed $175,000,000 and (iv) the Borrower may make other Restricted Payments in an aggregate amount not to exceed Available Cash with respect the Cumulative Credit Amount; provided, that (x) in the case of clause (i), to the extent any such dividends or distributions consist of Real Estate Collateral Property, (1) the Borrower provides at least 15 Business Days prior written notice thereof (or such shorter notice as the Administrative Agent may approve) identifying such Real Estate Collateral Property, (2) such Real Estate Collateral Property is distributed subject in all respects to the Mortgage thereon and such Mortgage remains a valid first priority lien on such Real Estate Collateral Property so distributed and (3) the Borrower shall have delivered to the Administrative Agent such documents and other information evidencing that such Real Estate Collateral Property was distributed subject to the Mortgage thereon as the Administrative Agent may reasonably request; (y) in the case of clause (iv), the Total Leverage Ratio of the Borrower shall not exceed 3.50:1.00 on a pro forma basis after giving effect to such fiscal quarterpayment; and (z) in the case of clauses (iii) and (iv), so long as at the Borrowers shall be in compliance (after giving pro forma effect to time of the declaration and making of such Restricted Payment, (A) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (B) the Borrower shall have delivered a certificate of a Responsible Officer, certifying as to compliance with the covenants contained Section 6.20(a)remaining availability pursuant to clause (iii) and the usage of the Cumulative Credit Amount, as applicable, and the Borrowers shall have delivered an executed compliance certificate satisfaction of the foregoing clauses (y) and (z)(A), as applicable, and containing reasonably detailed calculations in support thereof, in form and substance satisfactory to the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearAdministrative Agent.

Restricted Payments. No Borrower shallMake any Restricted Payments, nor shall it permit any of its Subsidiaries to, except as follows: (a) (i) declare Borrowers may pay dividends or pay any dividends on or make any other distributions payable solely in respect shares of capital stock of any class Borrower or series of its equity interests, any Subsidiary or (ii) directly a Subsidiary may pay dividends or indirectly purchaseother distributions to any Borrower or to another Subsidiary; provided that the total of all such dividends or other distributions to Subsidiaries which are not Guarantors shall not exceed $300,000 over the life of this Agreement, redeemand provided further that if (1) a Default or Event of Default shall have occurred and be continuing or (2) the Leverage Ratio (determined on a pro forma basis after giving effect to such transaction) is greater than 2.00 to 1.00, no such dividends or otherwise acquire or retire other distributions shall be paid by any of its equity interests or Guarantor to any warrants, options, or similar instruments to acquire the same (each Subsidiary which is not also a “Restricted Payment”)Guarantor; provided, however, that the foregoing shall not operate to prevent: this clause (a) the making of shall not restrict dividends or other distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower from Subsidiaries which are not Guarantors to its parent entityother Subsidiaries which are not Guarantors; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon distribute rights pursuant to a shareholder rights plan or redeem such rights, provided that such redemption is in accordance with the conversion terms of subordinated Ownership Interestssuch shareholder rights plan; (c) each any Borrower and each Subsidiary may purchase, redeem make Restricted Payments in connection with or otherwise acquire pursuant to any of its Ownership Interests (i) Employee Benefits Plans or in connection with the proceeds received from employment, termination or compensation of its service providers, employees, officers or directors, and (ii) to repurchase Equity Securities of a Borrower which a shareholder is selling whether such repurchase is pursuant to a repurchase right or otherwise, provided, however, that with respect to (c)(ii) above, such Restricted Payments may not exceed $1,000,000 in the substantially concurrent issue of new common or subordinated Ownership Interests;aggregate at any time there are Outstanding Obligations; and Adesto Technologies Corporation Credit Agreement (d) the MLP any Subsidiary of any Borrower may declare or pay any ratable dividends in respect of its Equity Securities or purchase or redeem shares of its Equity Securities or make the Closing Date Distribution; distributions to shareholders not otherwise permitted hereunder, provided that (ei) the MLP may make aggregate amount paid or distributed in any period of four consecutive quarters (excluding any amounts covered by subsection (b) above) does not exceed 5% of Consolidated Tangible Net Worth as determined as of the Over-Allotment Distribution on fiscal quarter immediately preceding the Effective Date and/or from time to time within thirty date of determination; and (30ii) days thereafter; when combined with the amount of all purchases of Equity Securities made under Section 7.06(e), the total of all such dividends, purchases or redemptions shall not exceed the sum of $100,000 in the aggregate over the life of this Agreement; provided, further, that the provisions of this clause (f) so long as no Default ), shall not restrict any Subsidiary from declaring or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect paying dividends to any fiscal quarter in an aggregate amount not Borrower or to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making any wholly owned Subsidiary of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearBorrower.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly to do so, except that each of the following shall be permitted so long as no Default or indirectly purchase, redeemEvent of Default shall have occurred and be continuing prior, or otherwise acquire or retire any of its equity interests or any warrantsimmediately after giving effect, optionsto the following, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) the making of dividends each Loan Party or distributions by any direct or indirect Wholly-owned Subsidiary of a Loan Party may make Restricted Payments to any Borrower to its parent entityother Loan Party; (b) each Borrower the Loan Parties and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each Borrower if the Restricted Payment Conditions are satisfied, the Loan Parties and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestsissued by it; (d) if the MLP Restricted Payment Conditions are satisfied, the Parent may make the Closing Date Distributiondeclare or pay cash dividends to its stockholders; (e) the MLP each Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary that is not a Loan Party (and in the Overcase of a Restricted Payment by a non-Allotment Distribution on wholly-owned Subsidiary, to such other Subsidiary and to each other owner of Equity Interests of such Subsidiary based upon their relative ownership interests of the Effective Date and/or from time to time within thirty (30) days thereafterrelevant class of Equity Interests); (f) so long as no Default the Parent may pay for and otherwise effect the repurchase, retirement or Event other acquisition or retirement for value of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 Equity Interests of the Delaware Revised Uniform Limited Partnership ActParent by any employee, director or officer of the Parent or any of its Subsidiaries pursuant to any equity plan, stock option plan or any other benefit plan or any agreement with any employee, director or officer of the Parent or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (f) would result therefromshall not exceed $1,000,000 in any calendar year; (g) any Loan Party and each Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, the MLP split or combination thereof or any Permitted Investment 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 (h) any foreign Subsidiary may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, direct or indirect Subsidiary of the Parent so long as the Borrowers shall be in compliance (after giving pro forma effect an amount equal to the making of such Restricted Payments made by such foreign Subsidiary is transferred to a Loan Party substantially concurrently with such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.

Restricted Payments. No Borrower shallSuch Obligor will not, nor shall it and will not permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) agree to pay or make, directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of Borrower may declare and pay dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower with respect to its parent entitycapital stock payable solely in additional shares of its common stock; (b) each Borrower and each Subsidiary may declare and make dividend payments purchase, redeem, retire, or otherwise acquire shares of its capital stock or other distributions payable solely in common Equity Interests with the proceeds received from a substantially concurrent issue of new shares of its capital stock or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership other Equity Interests; (c) for the payment of dividends or other distributions by any Subsidiary Guarantor to any other Obligor; (d) for the purpose of repurchasing Borrower’ stock, where such repurchase is in connection with the issuance of Borrower’s stock to management, former employees, consultants or members of the Board of Directors of Borrower, in each case, who are not Affiliates of Borrower, in an amount not exceeding $500,000 in repurchases in any fiscal year; (e) waive, release or forgive any Indebtedness owed by any employees, officers or directors, in each case, who are not Affiliates of Borrower, in excess of $250,000 in any fiscal year; (f) to pay customary fees, taxes and expenses to members of the Board of Directors of Borrower, in an amount approved by the compensation committee of the Board of Directors in its reasonable business judgment; (g) to pay any fees, taxes or expenses in connection with an initial public offering of Borrower’s common stock on a nationally recognized securities exchange; and (h) Borrower and each Subsidiary may purchaseredeem the shares of its Series C capital stock owned by the XxxX Letter Counterparty, redeem or otherwise acquire its Ownership Interests but only with the proceeds received from the substantially concurrent an issue of new common shares of its capital stock or subordinated Ownership other Equity Interests; (d) , either on a substantially concurrent basis with such issuance, or at the MLP may make time described in the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution XxxX Letter as it exists on the Effective Date and/or from time to time within thirty date hereof (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearcase, no later than fifteen (15) months following the occurrence of a “Specified Condition” as defined under such letter).

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly or indirectly purchase, redeemto do so, or otherwise acquire issue or retire sell any of its equity interests or any warrantsEquity Interests, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) each Restricted Subsidiary may declare and make Restricted Payments to any Loan Party and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, either (i) ratably according to their respective holdings of the making type of dividends Equity Interest in respect of which such Restricted Payment is being made or (ii) on a non-pro rata basis either (A) where required by Organization Documents or agreements existing as of the Closing Date or (B) where the aggregate amount of all distributions by any direct to Persons other than the Borrower or indirect Wholly-owned a Restricted Subsidiary that are in excess of the pro rata share of such Restricted Payments that would otherwise be owing to such Persons does not exceed $10,000,000 in the aggregate during the term of the Facilities, so long as no Default shall have occurred and be continuing at the time of any Borrower to its parent entityaction described in this clause (a) or would result therefrom; (b) each the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions any Restricted Payment payable solely in common or subordinated Ownership Equity Interests (other than Disqualified Stock) of such Person Person, so long as no Event of Default shall have occurred and be continuing at the time of any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interestsaction described in this clause (b) or would result therefrom; (c) each the Borrower and each Restricted Subsidiary may purchasedeclare and make any Restricted Payment in exchange for, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of, new Equity Interests (other than Disqualified Stock), so long as no Event of new common Default shall have occurred and be continuing at the time of any action described in this clause (c) or subordinated Ownership Interestswould result therefrom; (d) each Restricted Subsidiary may declare and make Restricted Payments to the MLP Borrower so that the Borrower may make pay any Taxes which are due and payable by or with respect to the Closing Date DistributionRestricted Subsidiaries; (e) the MLP Borrower and its Restricted Subsidiaries may declare and make other Restricted Payments so long as (i) the Over-Allotment Distribution aggregate amount of any such Restricted Payment made pursuant to this clause (e) is not in excess of the Cumulative Available Amount in effect on such date and not being utilized for Investments pursuant to Section 7.03(j) (and such Restricted Payment shall then reduce the Cumulative Available Amount as provided therein on the Effective Date and/or from time date of payment thereof), (ii) immediately after giving pro forma effect to time within thirty such Restricted Payments, the Borrower and its Restricted Subsidiaries shall be in pro forma compliance with the financial covenant set forth in Section 7.11(b), (30iii) days thereafterboth immediately before and after giving pro forma effect thereto, no Event of Default shall have occurred and be continuing or would result therefrom and (iv) no later than three Business Days (or such shorter period as agreed upon by the Administrative Agent) prior to such Restricted Payment, the Borrower shall have delivered to the Administrative Agent a certificate setting forth the calculations demonstrating, in reasonable detail, compliance with the foregoing clause (ii); (f) so long the Borrower and its Restricted Subsidiaries may declare and make Restricted Payments in reliance on this clause (f) in an aggregate amount in any fiscal year not to exceed (x) the greater of (i) $84,000,000 and (ii) 1.4% of Consolidated Total Assets as of the last day of the most recent fiscal quarter or year for which financial statements have been delivered pursuant to Section 6.01, plus (y) the unused amount available for Restricted Payments under this clause (f) for the immediately preceding fiscal year (excluding any carry-forward available from any prior fiscal year); provided that (A) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, and (B) the MLP may make Borrower and its Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers Subsidiaries shall be in pro forma compliance (with the financial covenants set forth in Section 7.11 based on the most recently completed fiscal quarter for which financial statements have been provided under Section 6.01 after giving pro forma effect thereto and any Indebtedness incurred in connection therewith; (g) the Borrower may declare and make dividends in respect of the Borrower’s common stock so long as the payment thereof is in amounts (on a per share basis, subject to adjustments for any issuances, splits, reverse splits or other reductions or increases in the number of outstanding shares of common stock) in an annual aggregate amount equal to the making amounts set forth on Schedule 7.06; (h) the Borrower and its Restricted Subsidiaries may declare and make other Restricted Payments so long as no Event of such Restricted Payment) with Default shall have occurred and be continuing at the covenants contained Section 6.20(atime or would result therefrom and, after giving pro forma effect thereto (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Net Leverage Ratio is less than or equal to 3.00 to 1.00 as of the last day of the most recent fiscal quarter or year for which financial statements have been delivered pursuant to Section 6.01 (or, prior to the first delivery thereof, the financial statements described in Section 5.05(a)); (i) [reserved]; (j) the Borrower may purchase Equity Interests of the Borrower and any warrants or other rights with respect to Equity Interests of the Borrowers shall have delivered an executed compliance certificate Borrower from its employees, officers and directors by net exercise, pursuant to the terms of any employee stock option, restricted stock or incentive stock plan; (k) the Borrower may issue and sell its Equity Interests (excluding Disqualified Stock) to the extent not constituting a Change of Control; (l) the Borrower and its Restricted Subsidiaries may declare and make dividends or distributions on account of redemption to holders of any class or series of Disqualified Stock of the Borrower or any Restricted Subsidiary issued or incurred in the form of Exhibit E evidencing such compliance with Section 6.20(a7.02 to the extent such redemption is otherwise permitted hereunder; (m) the Borrower and its Restricted Subsidiaries may (i) purchase or pay cash in lieu of fractional shares of its Equity Interests arising out of stock dividends, splits, or business combinations or in connection with issuance of Equity Interests (excluding Disqualified Stock) of the Borrower pursuant to mergers, consolidations or other acquisitions permitted by this Agreement, (ii) pay cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for Equity Interests (excluding Disqualified Stock) of the Borrower, and (iii) make payments in connection with the retention of Equity Interests (excluding Disqualified Stock) in payment of withholding taxes in connection with equity-based compensation plans to the extent that net share settlement arrangements are deemed to be repurchases; (n) the Borrower and its Restricted Subsidiaries may issue and sell any Disqualified Stock (including any Permitted Convertible Indebtedness) to the extent permitted under Section 7.02; (o) the Borrower and its Restricted Subsidiaries may make the payment of 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 (so long as, during any interim period, any calculation or measurement hereunder is made assuming such amount has been declared and paid); (p) the Borrower and its Restricted Subsidiaries may repurchase, redeem, defease or otherwise acquire Disqualified Stock of the Borrower or any Restricted Subsidiary with the net cash proceeds from a substantially concurrent issuance of Disqualified Stock pursuant to Section 7.02; (q) the Borrower and its Restricted Subsidiaries may make any payments required by the terms of, and otherwise perform its obligations under, any Permitted Convertible Indebtedness (including, without limitation, making payments of principal at maturity and/or making payments of cash upon conversion thereof), provided that the aggregate amount of cash paid in reliance on this clause (q) shall not exceed the stated principal amount of such Permitted Convertible Indebtedness; (r) the Borrower and its Restricted Subsidiaries may pay the premium in respect of, and otherwise perform its obligations under, any Permitted Bond Hedge Transaction; (s) the Borrower and its Restricted Subsidiaries may make any payments required by the terms of, and otherwise perform its obligations under, any Permitted Warrant Transaction (including, without limitation, making payments due upon exercise and settlement or termination thereof); and (gt) the Borrower and its Restricted Payments to officers, directors Subsidiaries may issue and employees pursuant to employment sell any Permitted Warrant Transaction substantially concurrently with any issuance or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearsale of Permitted Convertible Indebtedness permitted hereunder.

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare Declare or pay any dividends dividend on, or 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 Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distributions distribution in respect thereof, whether in Cash or property or in obligations of any class Group Member (collectively, “Restricted Payments”), directly or series of indirectly, except that (i) the Borrower may declare and pay dividends with respect to its equity Capital Stock payable solely in additional limited or general partnership interests, or (ii) Subsidiaries may declare and pay dividends ratably with respect to their Capital Stock, (iii) the Borrower or any Subsidiary 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 (including, without limitation, any Plans), (iv) 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 and (v) the Borrower and its Subsidiaries may (directly or indirectly purchaseindirectly, redeemas 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 otherwise acquire an Event of Default (other than under Section 10.1(a) or retire any of (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 equity interests or any warrants, options, or similar instruments to acquire the same (each status as a “Restricted Payment”)REIT; providedprovided further, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon not make any Restricted Payments to the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Company if a Default or Event of Default under Section 10.1(a) or (h) has occurred and is continuing or would result therefrom and no violation of all or any Legal Requirement (including Section 17-607 portion of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall Obligations have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearbeen accelerated.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly to do so, except that, in each case (except Section 8.06(a)) so long as no Default or indirectly purchase, redeem, or otherwise acquire or retire any Event of its equity interests or any warrants, options, or similar instruments to acquire Default shall have occurred and be continuing (both before and after the same (each a “making of such Restricted Payment”); provided, however, that the foregoing shall not operate to prevent:): (a) each Restricted Subsidiary may make Restricted Payments to the making of dividends or distributions by any direct or indirect WhollyBorrower and to wholly-owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of any Borrower to its parent entitycapital stock or other equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its Ownership common stock or other common Equity Interests or warrants or options to acquire any such shares in connection with the proceeds received from the substantially concurrent issue of new common customary employee or subordinated Ownership Interestsmanagement agreements, plans or arrangements; (d) the MLP Borrower shall be permitted to make Restricted Payments in the form of cash dividends to the shareholders of the Borrower in an aggregate amount in any fiscal year not to exceed $10,000,000; provided that, any amount of cash dividends permitted to be paid by this clause (d) but not paid in respect of any fiscal year commencing on or after October 1, 2006, may make the Closing Date Distribution;be carried forward and paid in any subsequent fiscal year; and (e) the MLP may Borrower and each Subsidiary shall be permitted to make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make other Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing cash dividends, distributions, purchases, redemptions or other acquisitions of or with respect to shares of its common stock or other common Equity Interests on an unlimited basis if at the time of making such compliance Restricted Payment the Consolidated Leverage Ratio (calculated on a pro forma basis giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith and any other relevant factor, all in accordance with Section 6.20(aSections 1.04(c) and (d); and (g, as applicable) Restricted Payments is not greater than 2.50 to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year1.00.

Restricted Payments. No Borrower shallCapri Holdings will not, nor shall it 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 (a) Capri Holdings may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (c) Capri Holdings may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Company and its Subsidiaries (including, without limitation, redemptions or repurchases of Equity Interests (i) declare deemed to occur upon exercise of options or pay any dividends on warrants or make any other distributions similar rights by the delivery of Equity Interests in respect satisfaction of any class the exercise price such options or series of its equity interests, warrants or similar rights or (ii) directly in consideration of withholding or indirectly purchasesimilar taxes payable by any future, redeempresent or former employee, director, manager or otherwise acquire consultant (or retire any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of its equity interests or any warrantsthe foregoing)), options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP Capri Holdings and its Subsidiaries may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) any Restricted Payment so long as prior to making such Restricted Payment and after giving effect thereto (i) no Default or Event of Default has occurred and is continuing or would result therefrom occur and no violation of any Legal Requirement (including Section 17-607 ii) on a Pro Forma Basis the Leverage Ratio as at the last day of the Delaware Revised Uniform Limited Partnership Actmost recently ended fiscal quarter of Capri Holdings for which financial statements are available does not exceed 3.75 to 1.00, and (e) would result therefrom, the MLP Capri Holdings and its Subsidiaries may make other Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (prior to making such Restricted Payment and after giving pro forma effect to thereto no Event of Default has occurred and is continuing or would occur; provided that the making aggregate amount of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) all Restricted Payments to officers, directors and employees made pursuant to employment or benefit plans or agreements in an aggregate amount this clause (ef) shall not to exceed $500,000 in 25,000,000 during any fiscal yearyear of Capri Holdings; provided, that no Restricted Payments may be made pursuant to clause (d) or (e) of this Section 6.07 during the Covenant Relief Period.

Restricted Payments. No Borrower shallObligors will not, nor shall it and will not permit any of its their Restricted Subsidiaries to, (i) declare or pay make, directly or indirectly, any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventdo so except: (a) the making Company and any of dividends or distributions by any direct or indirect Wholly-owned Subsidiary its Restricted Subsidiaries may declare and pay Restricted Payments to the Parent, so long as at the time of any Borrower to its parent entitysuch Restricted Payment and immediately thereafter, (i) no Event of Default shall have occurred and be continuing and (ii) no Loans are outstanding; (b) each Borrower Restricted Subsidiary of the Company may make Restricted Payments to the Company and any other Restricted Subsidiary that owns an Equity Interest in such Restricted Subsidiary ratably to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (c) the Company and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership the Equity Interests that are not Disqualified Capital Stock of such Person and any Borrower the Company may issue common Ownership Equity Interests that are not Disqualified Capital Stock upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Intereststhat are not Disqualified Capital Stock; (d) additional Restricted Payments (including, without limitation, any redemption of Perpetual Preferred Equity Interests) so long as on a pro forma basis, the MLP may make the Closing Date DistributionPayment Conditions are satisfied; (e) the MLP Company may make Restricted Payments in cash in an amount not exceeding the Over-Allotment Distribution on Available Cash (so long as no Event of Default shall have occurred and be continuing at the Effective Date and/or from time of any such action or would result therefrom and, with respect to time within thirty (30) days thereaftersuch action, after giving effect thereto Excess Availability shall be no less than the $10,000,000); (f) the Company may declare and make cash distributions to holders of Perpetual Preferred Equity Interests (so long as no Default or Event of Default has shall have occurred and is be continuing at the time of any such action or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefromand, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarteraction, so long as the Borrowers after giving effect thereto Excess Availability shall be in compliance (after giving pro forma effect to no less than the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a$10,000,000); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearmade with the proceeds of substantially concurrent Excluded Contributions.

Restricted Payments. No Borrower shallEach Loan Party will not, nor shall it and will not permit any of its Subsidiaries to, make any Restricted Payment, except that: (a) Parent may redeem or repurchase Equity Interests of Parent from employees, directors and former employees and directors of Parent in connection with share purchase programs, including amounts for the payment of taxes related thereto, (i) declare in an aggregate amount of all such redemptions or pay any dividends on or make any other distributions repurchases and payments in respect of taxes made pursuant to this Section 6.7(a) in any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments fiscal year not to acquire the same (each a “Restricted Payment”)exceed $5,500,000; provided, however, that any repayments, repurchases, or redemptions in connection with the shares currently in the amount of $2,500,000 held by Wilmington Trust, N.A. (acting in its capacity as escrow agent under the Escrow Agreement, dated the Closing Date, among the Parent, Workforce Solutions Group, Inc. and Wilmington Trust, N.A.) to cover any potential litigation or expenses arising out of or relating to non-competition issues shall be excluded from the foregoing shall not operate limitation, or (ii) in an unlimited amount so long as after giving effect to prevent: (a) any such redemption or repurchase, or payment in respect of taxes, on a pro forma basis, each of the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity;Payment Conditions is satisfied, (b) each Borrower and each Subsidiary Parent’s Subsidiaries may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests;to Parent, (c) each Borrower Loan Party and each Subsidiary its Subsidiaries may purchase, redeem or otherwise acquire pay dividends solely in shares of any class of its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Qualified Equity Interests;, (d) the MLP may make the Closing Date Distribution;redemptions or repurchase of Equity Interests of any Loan Party and its Subsidiaries made solely in shares of any class of its Qualified Equity Interests, (e) the MLP each Loan Party and its Subsidiaries may make the Over-Allotment Distribution on the Effective Date and/or from time Restricted Payments to time within thirty (30) days thereafter;any other Loan Party, and (f) so long as no Default or Event of Default has occurred each Loan Party and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP its Subsidiaries may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such in any fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount year not to exceed $500,000 in 25,000,000, provided, that as of the date of any fiscal yearsuch payment and after giving effect thereto, each of the Payment Conditions is satisfied.

Restricted Payments. No Borrower Loan Party shall, nor shall it permit any of its Restricted Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payments, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) each Restricted Subsidiary of each Borrower (including MoGas HoldCo upon becoming a Restricted Subsidiary as a result of the making of dividends Second Closing) may make Restricted Payments to such Borrower or distributions by any direct or indirect Whollyother wholly-owned Restricted Subsidiary of any Borrower to its parent entitysuch Borrower; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions pay dividends with respect to its Equity Interests, payable solely in common additional shares or subordinated Ownership Interests units of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership their Equity Interests; (c) each Borrower and each Subsidiary may purchase, redeem make cashless repurchases of Equity Interests deemed to occur upon the exercise of stock options or otherwise acquire its Ownership warrants if such Equity Interests with represent a portion of the proceeds received from the substantially concurrent issue exercise price of new common such options or subordinated Ownership Interestswarrants; (d) the MLP each Borrower may make redemptions of, or purchase Equity Interests in, such Borrower from employees, consultants or directors of such Borrower upon such Person’s death, disability, retirement or termination of employment; provided that at the Closing Date Distributiontime any purchase or redemption is made no Default exists or would result therefrom; (e) the MLP each Borrower may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterPermitted Tax Distributions; (f) so each of the Borrowers and, until the consummation of the Second Closing, MoGas HoldCo may make additional Restricted Payments as long as (i) immediately before and after any Restricted Payment pursuant to this clause (f), no Default or Event of Default has shall have occurred and is continuing or would result therefrom and no violation of any Legal Requirement be continuing, (including Section 17-607 ii) commencing as of the Delaware Revised Uniform Limited Partnership Actdate on which the Administrative Agent receives a Compliance Certificate pursuant to Section 5.01(c) would result therefromfor the fiscal quarter ending June 30, 2021, the MLP may make Borrowers are in pro forma compliance with the financial covenants set forth in Sections 6.13 and 6.14 immediately after giving effect to such Restricted Payments with respect to any Payment as of the last day of the most recent fiscal quarter in an aggregate amount not of the Borrowers for which financial statements have been delivered pursuant to exceed Available Cash with respect Section 5.01(a) or (b), (iii) immediately after giving effect to such fiscal quarterRestricted Payment, so long as the Borrowers aggregate Available Revolving Commitment Amounts shall not be less than fifteen percent (15%) of the Aggregate Revolving Commitments then in compliance effect, (iv) after giving pro forma effect to such Restricted Payment, the Distributable Free Cash Flow Amount is greater than or equal to $0; (v) a Responsible Officer of the Borrower Representative shall have delivered a Free Cash Flow Usage Certificate to the Administrative Agent not less than two (2) Business Days (or such shorter time as the Administrative Agent may agree to in its sole discretion) prior to the making of such Restricted Payment; and (vi) solely with respect to Restricted Payments on or after the Effective Date and prior to the date on which the Administrative Agent receives a Compliance Certificate pursuant to Section 5.01(c) for the fiscal quarter ending June 30, 2021, any Restricted Payments made by the Borrowers and MoGas HoldCo during such period (1) shall not exceed $8,000,000 in the aggregate and (2) may not be funded with any amounts received from Advances made to a Borrower hereunder; (g) MoGas may make Restricted Payments to MoGas HoldCo in accordance with the covenants contained Section 6.20(a), and terms of the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)Permitted Intercompany Debt; and (gh) Holdings may make Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements at any time from proceeds of Restricted Payments received by it in an aggregate amount not to exceed $500,000 in any fiscal yearaccordance with this Agreement.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly or indirectly purchaseto do so, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) each Restricted Subsidiary may make Restricted Payments to any Loan Party or Restricted Subsidiary that owns Equity Interests in such Restricted Subsidiary, ratably according to their respective holdings of the making type of dividends or distributions by any direct or indirect Wholly-owned Subsidiary Equity Interest in respect of any Borrower to its parent entitywhich such Restricted Payment is being made; (b) each the Borrower may make Restricted Payments to Holdings so that Holdings may make, and Holdings shall be permitted to make Permitted Tax Distributions; (c) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership InterestsPerson; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower may make Restricted Payments with respect to Holdings so that Holdings may make, and Holdings shall be permitted to make Restricted Payments during any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as year of the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements Borrower in an aggregate amount not to exceed $500,000 3,000,000 so long as no Default shall have occurred and be continuing, or would result therefrom, at the time of such Restricted Payment; and (e) the Borrower may make Restricted Payments to Holdings so that Holdings may make, and Holdings shall be permitted to make, Restricted Payments in an unlimited amount, provided that after giving pro forma effect to each such Restricted Payment, the Consolidated Net Leverage Ratio shall be less than or equal to 2.50 to 1.00 for the most recently ended Measurement Period for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b) so long as no Default shall have occurred and be continuing, or would result therefrom, at the time of such Restricted Payment; (f) the Borrower may make Restricted Payments required to satisfy to any subordinated earnout obligation that was permitted to be incurred in connection with a Permitted Acquisition; and (g) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings so that Holdings may repurchase its Equity Interests owned by employees of Holdings, the Borrower or any of its Subsidiaries or make payments to employees of Holdings, the Borrower or its Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount under this clause (g) not to exceed $8,000,000 in any fiscal year.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly or indirectly purchaseto do so, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) each Subsidiary may make Restricted Payments to any Loan Party, and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the making type of dividends or distributions by any direct or indirect Wholly-owned Subsidiary Equity Interest in respect of any Borrower to its parent entitywhich such Restricted Payment is being made; (b) each any Loan Party may make Restricted Payments to, or issue or sell any Equity Interests to, or accept any capital contribution from, any other Loan Party; (c) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (cd) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Qualified Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Qualified Equity Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP Borrower may repurchase its Equity Interests from current or former directors, officers or employees of the Borrower or any of its Subsidiaries, their estates, spouses or former spouses or make payments to such persons upon termination of employment or directorship, in connection with stock options, stock appreciation rights or other equity or equity-based incentives pursuant to incentive plans or in connection with the Over-Allotment Distribution on the Effective Date and/or from time death or disability of such persons in an aggregate amount not to time within thirty (30) days thereafterexceed $5,000,000 in any fiscal year; (f) the Borrower may repurchase, cancel or withhold Equity Interests to the extent (x) such repurchase is deemed to occur upon or in connection with the exercise or vesting of any options, warrants or other equity awards and (y) such Equity Interests (i) represent a portion of the purchase price of such options, warrants or other equity awards or (ii) are repurchased, cancelled or withheld to facilitate the satisfaction of any tax liabilities incurred upon or in connection with the exercise or vesting of any options, warrants or other equity awards; (g) the Borrower may make cash payments in lieu of issuing fractional or “odd lot” Equity Interests in connection with Permitted Acquisitions; and (h) in addition to the foregoing Restricted Payments, so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower may make additional Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year50,000,000 since the Amendment and Restatement Effective Date; provided that such amount may be increased by the amount of Cumulative Retained Excess Cash Flow.

Restricted Payments. No The Borrower shallwill not, nor shall it and will not permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) agree to pay or make, directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: except (a) the making Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its common stock, (b) Subsidiaries 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 compensation plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (d) any Receivables Entity may declare and pay dividends or other distributions by to the Borrower or any direct or indirect Whollywholly-owned Subsidiary of any Borrower to its parent entity; thereof, (be) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests with the proceeds received from the substantially concurrent issue issuance of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; Equity Interests of such Person, (f) so long the Borrower may declare and pay dividends in respect of its Equity Interests if, as of the date of the payment of such dividends and after giving effect to the payment thereof and any Indebtedness incurred in connection therewith, no Default or Event of Default has occurred and is continuing or would result therefrom and: (i) the Leverage Ratio (as calculated on a pro forma basis) is less than 2.5 to 1.00, or (ii) if the Leverage Ratio (as calculated on a pro forma basis) is equal to or greater than 2.5 to 1.00, then the aggregate amount of dividends paid under the permissions of this clause (f) during any fiscal year shall not exceed an amount equal to the greater of (A) $40,000,000, or (B) 25% of the Borrower’s Consolidated Net Income for the preceding fiscal year, and no violation of any Legal Requirement (g) in addition to the dividends permitted by clause (f) and the other Restricted Payments permitted by this Section 6.08, the Borrower may make other Restricted Payments (including Section 17-607 repurchase of the Delaware Revised Uniform Limited Partnership ActBorrower’s Equity Interests) would result therefromif, as of the MLP may make date of the payment of such Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (Payment and after giving pro forma effect to the making of such Restricted Paymentpayment thereof and any Indebtedness incurred in connection therewith, no Default has occurred and is continuing or would result and: (i) with the covenants contained Section 6.20(a)Leverage Ratio (as calculated on a pro forma basis) is less than 2.5 to 1.00, and (ii) if the Borrowers shall have delivered an executed compliance certificate in Leverage Ratio (as calculated on a pro forma basis) is equal to or greater than 2.5 to 1.00, then the form aggregate cash amount of Exhibit E evidencing such compliance with Section 6.20(a); and all Restricted Payments made under the permissions of this clause (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in during the then current fiscal year shall not exceed an aggregate amount not to exceed equal $500,000 in any fiscal year40,000,000.

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on Declare or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) each Restricted Subsidiary may make Restricted Payments with respect to any class of its Equity Interests; provided, that in the making case of dividends or distributions any Restricted Payment made by any direct or indirect Restricted Subsidiary that is not a Wholly-Owned Subsidiary, the Borrower and/or any Restricted Subsidiary receives at least its pro rata share of such Restricted Payment relative to the percentage of such class of Equity Interests in such Restricted Subsidiary that is not a Wholly-Owned Subsidiary owned Subsidiary of any by the Borrower to and/or its parent entityother Restricted Subsidiaries; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership the Equity Interests (other than Disqualified Equity Interests) of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsBorrower; (c) each the Borrower and each any Restricted Subsidiary may purchasemake additional Restricted Payments so long as (1) no Event of Default under Section 8.01(a) or (f) exists and (2) immediately after giving effect to such Restricted Payment, redeem the Total Leverage Ratio calculated on a Pro Forma Basis is less than or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestsequal to 2.20:1.00; (d) to the MLP extent constituting Restricted Payments, the Borrower and any Restricted Subsidiary may make the Closing Date Distributionenter into transactions expressly permitted by Section 6.19 (other than Section 6.19(i)), Section 7.04 or Section 7.05 (other than Section 7.05(e)); (e) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterexercise price of such options or warrants; (f) so long as no Default or Event the Borrower and any Restricted Subsidiary may make Restricted Payments, the proceeds of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 which are applied to effect the consummation of the Delaware Revised Uniform Limited Partnership ActTransactions; (g) would result therefrom, the MLP Borrower and any Restricted Subsidiary may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed (i) the Available Cash Amount and (ii) the Available Excluded Contribution Amount; (h) the Borrower and any Restricted Subsidiary may repurchase (or make a Restricted Payment to permit any Parent Company to repurchase) its or the Borrower’s (or such Parent Company’s) common stock from current and former directors, officers, members of management, employees and consultants in an aggregate purchase amount of up to the greater of (x) $30,000,000 and (y) 22.5% of Consolidated EBITDA as of the last day of the most recently ended Test Period in any calendar year (with respect the unused amount in any Fiscal Year under this clause (h) permitted to such fiscal quarterincrease the amount permitted under this clause (h) to succeeding Fiscal Years); (i) any Restricted Payment in connection with (or to allow the Parent to make any payment in connection with) (A) any Permitted Bond Hedge Transaction and/or (B) the settlement of any Permitted Warrant Transaction by (1) delivery of shares of the Parent’s common equity upon settlement thereof or (2) by (x) set-off against the related Permitted Bond Hedge Transaction or (y) payment of an early termination amount in common equity upon any early termination thereof, so long as the Borrowers in each case, shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); andpermitted; (gj) the Borrower and any Restricted Subsidiary may make additional Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed the greater of (x) $500,000 40,000,000 and (y) 30.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period; provided, that no Event of Default under Section 8.01(a) or (f) exists; (k) the Borrower and any Restricted Subsidiary may make Restricted Payments to any Parent Company: (i) to pay its operating costs and expenses in the ordinary course of business and other corporate overhead, franchise and similar costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), including any indemnification claims made by directors or officers of such parent, in each case attributable to the ownership or operations of the Borrower and the Restricted Subsidiaries and fees and expenses of debt equity or equity offerings (whether or not successful); XXXX:\98106221\28\78831.0005 (ii) to pay (A) its franchise taxes and other fees, taxes and expenses required to maintain its corporate existence and (B) Public Company Costs; and/or (iii) which shall be used to pay customary salary, bonus, severance and other benefits payable to officers and employees of any Parent Company, including the Parent; (l) the Borrower and any Restricted Subsidiary may make Restricted Payments in cash to Holdings the proceeds of which shall be used to make (or to enable any Parent Company to make) cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Parent (or any Parent Company), Holdings or any of its Subsidiaries; (m) the Borrower and any Restricted Subsidiary may make Restricted Payments to Holdings (or any Parent Company) to finance any Investment permitted to be made pursuant to Section 7.02 as if such Investment were made by the Borrower or any Restricted Subsidiary; provided, that (i) such Restricted Payments shall be made substantially concurrently with the closing of such Investment and (ii) Holdings (or such Parent Company) shall, promptly following the closing thereof, cause (A) all property acquired (whether assets or Equity Interests) to be contributed as equity to the Borrower or a Restricted Subsidiary or (B) the merger, consolidation or amalgamation (to the extent permitted hereunder) of the Person formed or acquired into the Borrower or a Restricted Subsidiary in order to consummate such Investment; (n) [reserved]; (i) for any taxable period (or portion thereof) for which the Borrower is disregarded as separate from Holdings for U.S. federal income tax purposes and Holdings is treated as a partnership, or disregarded as separate from a partnership, for U.S. federal income tax purposes, the Borrower may make Restricted Payments to Holdings, and Holdings may make Restricted Payments to its direct or indirect owners (including Parent), in an amount not to exceed the Tax Distribution Amount; (i) for any taxable period (or portion thereof) for which the Borrower is a member, or disregarded as separate from a member, of a consolidated, combined or similar income tax group of which a direct or indirect parent of the Borrower (including Parent) is the common parent, or the Borrower’s income is otherwise required to be reported on the tax return of such direct or indirect parent, the Borrower may make Restricted Payments through its direct and indirect owners (including Holdings) in an amount not to exceed the portion of any U.S. federal, state or local taxes of such group (or such direct or indirect parent) for such taxable period (or portion thereof) that are attributable to the taxable income of the Borrower and its subsidiaries; provided, that (A) distributions pursuant to this clause (ii) shall not exceed the tax liability that the Borrower and its subsidiaries would have incurred if such entities were a stand-alone taxpayer or a stand-alone tax group; and (B) distributions under this clause (ii) in respect of any taxes attributable to the income of any Unrestricted Subsidiaries of the Borrower may be made only to the extent that (x) such Unrestricted Subsidiaries have made cash payments for such purpose to the Borrower or its Restricted Subsidiaries or (y) the Borrower will be deemed to have made an Investment in such Unrestricted Subsidiaries in an amount equal to the taxes attributable to the income of such Unrestricted Subsidiaries; and (p) the Borrower and any Restricted Subsidiary may make Restricted Payments to any Parent Company to pay (i) interests and/or fees on Indebtedness issued or incurred thereby in an aggregate amount not to exceed in any fiscal yearFiscal Year the greater of (x) $10,000,000 and (y) 10.0% of Consolidated EBITDA as of the last day of the most recently ended Test Period (with the unused amount in any Fiscal Year under this clause (p) permitted to increase the amount permitted under this clause (p) to succeeding Fiscal Years).

Restricted Payments. No The Borrower shallwill not, nor shall it 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 (i) the Borrower 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 may declare and pay dividends or pay any dividends on or make any other distributions to the Borrower or any Guarantor with respect to their Equity Interests; (iii) the Borrower may make Restricted Payments in respect connection with stock option plans or other benefit plans for management or employees of any class or series the Borrower and its Subsidiaries; (iv) the Borrower may make Restricted Payments in connection with the termination of its equity interests, directors’ or (ii) directly employees’ option agreement or indirectly purchase, redeem, or otherwise acquire or retire restricted stock agreements under any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”)Borrower’s incentive stock plans; provided, however, that the foregoing shall aggregate amounts paid in respect thereof do not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entityexceed $2,500,000; (bv) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any after January 1, 2023, the Borrower may issue common Ownership Interests upon make Restricted Payments so long as, after giving effect thereto, the conversion of subordinated Ownership Interests;Payment Conditions are satisfied; and (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (fvi) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefromcontinuing, the MLP Borrower may make Restricted Payments with to the extent necessary to permit Holdings: ​ ​ (A) to pay general administrative costs and expenses (including corporate overhead, legal or similar expenses ) and franchise Taxes, and similar fees and expenses required to maintain the organizational existence of Holdings, in each case, which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claim made by any director, officer, member of management, manager, employee and/or consultant of Holdings, in each case, to the extent attributable to the ownership or operations of Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (B) to discharge the consolidated, combined, unitary or similar U.S. federal, state or local Tax liabilities of Holdings and its subsidiaries when and as due, to the extent such liabilities are directly attributable to the income of the Borrower and/or any Subsidiary of the Borrower; provided that the amount of any such payment in respect of any taxable year does not exceed the amount of Taxes that the Borrower and/or its applicable Subsidiary would have paid as standalone companies or as a standalone group taking into account any available deductions, losses and credits; (C) to pay audit and other accounting and reporting expenses of Holdings to the extent such expenses are attributable to the Holdings and/or its subsidiaries (but excluding, for the avoidance of doubt, the portion of any such expenses, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (D) to pay any insurance premium that is payable by, or attributable to, Holdings and/or its subsidiaries that is payable by Holdings (but excluding, for the avoidance of doubt, the portion of any such premium, if any, that is attributable to the ownership or operations of any subsidiary of Holdings other than the Borrower and/or its Subsidiaries); (E) to pay (x) reasonable fees and expenses related to any fiscal quarter debt and/or equity offering, investment and/or acquisition (whether or not consummated) permitted hereunder and (y) charges related to compliance with the provisions of the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended; and (F) to pay reasonable and customary salary, bonus, severance and other benefits payable to current or former directors, officers, members of management, managers, employees or consultants of Holdings to the extent such salary, bonuses, severance and other benefits are attributable and reasonably allocated to the operations of the Borrower and/or its Subsidiaries, in an aggregate amount not to exceed Available Cash with respect to such fiscal quarterthe case of each of the foregoing clauses (A) through (F), so long as Holdings applies the Borrowers shall be in compliance (after giving pro forma effect to the making amount of any such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing Payment for such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearpurpose.

Restricted Payments. No Neither Holdings nor the Borrower shallwill, nor shall it will they permit any of its Subsidiaries Restricted Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (i) Holdings may declare and pay dividends with respect to its capital stock payable solely in additional shares of its capital stock, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their Equity Interests, (iii) Holdings may make Restricted Payments, not exceeding $15,000,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management, directors, consultants or employees of Holdings, the Borrower and the Restricted Subsidiaries, including the redemption or purchase of capital stock of Holdings held by former directors, management, consultants or employees of Holdings, the Borrower or any Restricted Subsidiary following termination of their employment, (iv) the Borrower may pay dividends to Holdings at such times and in such amounts, not exceeding $7,500,000 during any dividends on or fiscal year, as shall be necessary to permit Holdings to discharge its permitted liabilities, (v) Restricted Payments may be made in the form of capital stock issued by Holdings, (vi) each of Holdings and the Borrower may enter into, exercise its respective rights and perform its respective obligations under Permitted Call Spread Swap Agreements, (vii) Holdings and the Borrower may make any other distributions deliveries of shares of its common stock upon conversion of Permitted Convertible Notes pursuant to the terms thereof, (viii) Holdings and the Borrower may make interest payments in respect of Indebtedness under Permitted Convertible Notes, (ix) any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary Receivables Entity may declare and make dividend payments pay dividends to Holdings or any wholly-owned subsidiary thereof and (x) other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower Restricted Payments may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) be made so long as prior to making any such Restricted Payment, and after giving effect thereto (including on a pro forma basis), (A) no Default or Event of Default has occurred shall exist and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of B) the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect Senior Leverage Ratio does not exceed 2.75 to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year1.00.

Restricted Payments. No Borrower shallNot directly or indirectly declare, nor shall it permit any of its Subsidiaries toorder, (i) declare or pay any dividends on or make any other distributions in respect of Restricted Payment or set aside any class sum or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventproperty therefor except as follows: (a) The Companies may pay monthly Management Fees to the making Manager; provided that (i) such payments shall be subject to the applicable Affiliate Subordination Agreement and (ii) such payments shall not exceed, during any period of dividends or distributions by twelve (12) consecutive months, the actual cost of providing management and administrative support services to the Companies for such period provided further, that from the Third Amendment Effective Date until the Discharge of Parent Term Debt, such payments shall not exceed, during any direct or indirect Whollyperiod of twelve (12) consecutive months, the lesser of (x) the actual cost of providing management and administrative support services to the Companies (other than the Special Purpose Subsidiary, each Letter-owned of-Credit Subsidiary and the Finance Subsidiaries) for such period and (y) 120% of any Borrower the Management Fees paid to its parent entity;the Manager for the 12 month period immediately preceding such period. (b) Subject to the provisions of the Affiliate Subordination Agreements: (i) The Subsidiaries may (A) pay dividends and make distributions to the Borrower or other Subsidiaries holding equity interests in the payor, and (B) make intercompany loans to one another subject to the limitations set forth in Section 7.05 (ii) The Subsidiaries may repay Indebtedness owed to the Borrower or to other Subsidiaries of the Borrower. (iii) The Borrower may (A) pay annual, semi-annual or quarterly dividends or distributions to the Parent solely for the purpose of financing regularly scheduled payments of interest (but not prepayments) due and payable in cash within two Business Days of the date of such dividend or distribution under the Permitted Parent High-Yield Debt and the Permitted Parent Term Debt, and (B) make payments of accrued interest on Indebtedness referenced in clause (A) at the time such Indebtedness is refinanced or replaced by Replacement Parent High-Yield Debt or Replacement Parent Term Debt, as the case may be, to the extent such accrued interest would otherwise have been payable in cash on a date prior to the maturity of such debt as a regularly scheduled payment of interest pursuant to clause (A), and (C) on the Third Amendment Effective Date, make the Initial L/C Capitalization; in each case provided that no Default shall exist as of the date of the proposed payment or after giving effect thereto (calculated both as of such date and on a pro forma basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to be provided under Section 6.05); and provided further, that the Borrower shall cause the Letter-of-Credit Subsidiary to use all of the proceeds of the Initial L/C Capitalization as cash collateral to secure Indebtedness permitted under Section 7.01(o). (iv) The Borrower may pay dividends or distributions to the Parent, Pegasus Communications Corporation or its Affiliates for the purpose of paying (A) operating costs and Capital Expenditures for development projects related to the delivery of multichannel video or broadband services, (B) corporate overhead in excess of overhead allocated to the Borrower and each Subsidiary may declare its Subsidiaries and make dividend payments Capital Expenditures related thereto, and (C) incentive compensation in excess of amounts allocated to the Borrower and its Subsidiaries, provided that in any such case (i) no Default shall exist as of the date of the proposed payment or other distributions payable solely in common or subordinated Ownership Interests after giving effect thereto (calculated both as of such Person date and on a pro forma basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to be provided under Section 6.05), and (ii) the aggregate amount of all such dividends or distributions paid to the Parent, Pegasus Communications Corporation or its Affiliates after the Fourth Amendment Effective Date shall not exceed $12,000,000 in any 12-month period ending on any anniversary of the Fourth Amendment Effective Date. (v) The Borrower may issue common Ownership Interests upon make Tax Sharing Payments to the conversion of subordinated Ownership Interests;Parent provided that the same shall reflect adjustments for all credits and deductions enjoyed by the Parent. (cvi) each The Borrower and each Subsidiary may purchase, redeem pay dividends or otherwise acquire its Ownership Interests with distributions to the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or Parent from time to time within thirty solely for the purpose of funding out-of-pocket legal fees and expenses incurred in connection with (301) days thereafter; the litigation encaptioned Pegasus Development Corporation et al. v. DirecTV Inc. et al., pending in the United States District Court for the District of Delaware, and any appeals thereof (fthe "Patent Litigation") so long and (2) the litigations involving the NRTC or DirecTV as no Default named parties that are reasonably related to the enforcement or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 interpretation of the Delaware Revised Uniform Limited Partnership Act) would result therefromCompanies' DBS Rights, including the consolidated cases encaptioned Pegasus Satellite Television Inc. et. al. v. DirecTV Inc., et al. pending in the United States District Court for the Central District of California, any and all other arbitral or judicial proceedings involving DirecTV and/or any of its Affiliates, on the one hand, and the Borrower and/or any of its Affiliates and/or the NRTC, on the other hand, that are reasonably related to the foregoing, and any appeals thereof (collectively, the MLP may make Restricted Payments "DBS Rights Litigation," and, collectively with respect to any fiscal quarter the Patent Litigation, the "Litigation"), in an aggregate amount from and after the Third Amendment Effective Date not to exceed Available Cash the lesser of (x) the actual out-of-pocket legal fees and expenses incurred by the Companies, Pegasus Communications Corporation or any of its Subsidiaries other than the Companies in connection with respect to such fiscal quarter, so long the Litigation after the Third Amendment Effective Date and (y) $22,000,000; provided that no Default shall exist as of the Borrowers shall be in compliance (date of the proposed payment or after giving effect thereto (calculated both as of such date and on a pro forma effect basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to be provided under Section 6.05). (vii) The Borrower may make advances or capital contributions to the making Letter-of-Credit Subsidiaries from time to time, provided that (x) in any such case no Default shall exist as of the date of the proposed payment or after giving effect thereto (calculated both as of such Restricted Paymentdate and on a pro forma basis as of the end of and for the fiscal period(s) with the covenants contained most recently ended prior thereto for which financial statements are required to be provided under Section 6.20(a6.05), and (y) the Borrowers aggregate amount of all such advances or capital contributions paid and/or made to all Letter-of-Credit Subsidiaries after the Fourth Amendment Effective Date shall have delivered an executed compliance certificate not exceed $31,000,000. (viii) In addition to the foregoing, the Borrower may pay further dividends or distributions to the Parent from time to time, and make advances or capital contributions to the Letter-of-Credit Subsidiaries from time to time, provided that in any such case: (A) no Default shall exist as of the form date of Exhibit E evidencing the proposed payment or after giving effect thereto (calculated both as of such compliance with date and on a pro forma basis as of the end of and for the fiscal period(s) most recently ended prior thereto for which financial statements are required to be provided under Section 6.20(a6.05); , and (gB) (1) the aggregate amount of all such dividends or distributions paid to the Parent and all such advances or capital contributions to all Letter-of-Credit Subsidiaries made on or after the Fourth Amendment Effective Date, minus (2) the sum of (x) the aggregate cash purchase price paid by the Parent for all assets contributed to the Borrower and acquired by the Parent not more than 90 days prior to the date of such contribution, plus (y) the aggregate amount of all cash equity contributions made to the Borrower (other than from DBS Rights Litigation Proceeds, from Patent Litigation Proceeds to the extent such proceeds are required to be reimbursed to the Borrower pursuant to clause (s)(ii)(A) of Article VIII or from proceeds of a Disposition of assets of any of the Companies or, without duplication, from proceeds of the Parent Term Loan) after the Fourth Amendment Effective Date shall not exceed $12,000,000. Notwithstanding anything in this Section 5.04(b) to the contrary, the Restricted Payments described in clauses (v) and (vii) of this Section 5.04(b) shall be permitted to officers, directors be made under this Section 5.04 only to the extent the entire amount of each such Restricted Payment is applied as promptly as possible (and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearevent no later than two Business Days after such Restricted Payment is made by the Borrower) to the purpose specified in the relevant clause.

Restricted Payments. No Borrower shall, nor shall it permit Make any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: Payment except: (a) the making of dividends Borrower or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and pay or make dividend payments or other distributions that are payable solely in additional shares of its common stock (or subordinated Ownership Interests warrants, options or other rights to acquire additional shares of such Person its common stock); (b) any Subsidiary may declare and pay or make Restricted Payments to any Loan Party, (ii) any Foreign Subsidiary may declare and pay or make Restricted Payments to any other Foreign Subsidiary or to Borrower or any Guarantor, (iii) any Immaterial Subsidiary may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; declare and pay or make Restricted Payments to any other Immaterial Subsidiary, and (iv) any Loan Party may declare and make Restricted Payments to any Loan Party; (c) each Borrower and each Subsidiary may purchase, redeem make non-cash repurchases or otherwise acquire its Ownership redemptions of stock or other Equity Interests with the proceeds received from the substantially concurrent issue of new common in exchange for stock (other than Disqualified Equity Interests) or subordinated Ownership Interests; stock options; (d) the MLP Loan Parties and the Restricted Subsidiaries may make Restricted Payments not exceeding $5,000,000 during any fiscal year, pursuant to and in accordance with equity option plans, equity award plans, or other benefit plans for management or employees of the Closing Date Distribution; Loan Parties and their Restricted Subsidiaries (including non-cash repurchases of Equity Interests deemed to occur upon the exercise of equity awards if such Equity Interests represent a portion of the purchase price therefor); and (e) the MLP Borrower or any Subsidiary may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty other Restricted Payments: (30) days thereafter; (fi) so long as no Default or Event of Default has occurred and is continuing shall exist or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to from the making of such Restricted Payment, in an amount not exceeding the greater of (1) with $10,000,000 and (2) 2.0% of Consolidated Total Assets as of the covenants contained last day of the most recently-ended test period; and (ii) so long as (A) no Event of Default shall exist or result from the making of such Restricted Payment, (B) as of the most recently ended test period for which financial statements shall have been delivered, calculated on a pro forma basis as if such Restricted Payment had been made on the first day of the relevant testing period, neither of the Total Net Leverage Ratio and Secured Net Leverage Ratio, immediately before and after giving effect to such Restricted Payment, exceed an amount that is 0.50:1.00 below the Total Net Leverage Ratio and Secured Net Leverage Ratio required at such time under Section 6.20(a)6.8, and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing (C) Liquidity is not less than $75,000,000 before and after giving effect to any such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.Payment. 85

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall it permit have occurred and be continuing at the time of any of its Subsidiaries toaction described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, (i) declare or pay any dividends on or make the Guarantors and any other distributions Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “which such Restricted Payment”)Payment is being made; provided, however, that in the foregoing case of any Restricted Payments to Lariat Services, Inc., the aggregate amount of such Restricted Payments shall not operate to prevent: exceed (ai) $1,000,000 less (ii) the making aggregate amount of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower Investment in Lariat made pursuant to its parent entitySection 7.02(c); (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or subordinated Ownership other common Equity Interests; (d) (i) so long as no Event of Default exists, the MLP Borrower may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution pay regular cash dividends on the Effective Date and/or from time Preferred Stock and make cash payments pursuant to time within thirty Section 6(f) of the Certificate of Designations for the Preferred Stock; (30) days thereafter; (fii) so long as no Default exists, the Borrower may make cash payments pursuant to Section 7(a) or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 9(e) of the Delaware Revised Uniform Limited Partnership ActCertificate of Designations for the Preferred Stock; and (iii) would result therefrom, the MLP Borrower may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as payment-in-kind dividends on the Borrowers shall be in compliance (after giving pro forma effect to Preferred Stock and issue its common stock upon conversion of the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)Preferred Stock; and (ge) the Borrower and each Subsidiary may repurchase Equity Interests held by an employee upon termination of employment; provided that the aggregate amount of such Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount shall not to exceed $500,000 in any fiscal year$ 500,000.

Restricted Payments. No Borrower shallSo long as any Notes remain outstanding, nor the Company and the Guarantors shall it not, and shall not permit any of its their Subsidiaries toto declare or make, directly or indirectly, any Restricted Payment: (A) unless, at the time of such Restricted Payment: (i) declare no Default shall have occurred and be continuing or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or would occur as a consequence thereof; (ii) directly immediately after giving effect to such transaction on a pro forma basis, the Parent or indirectly purchasesuch Subsidiary, redeemas applicable, or otherwise acquire or retire any could incur $1.00 of its equity interests or any warrants, options, or similar instruments to acquire the same additional Indebtedness under Section 3.13(F); and (each a “iii) such Restricted Payment”, together with the aggregate amount of all other Restricted Payments made by the Parent or such Subsidiary after the Issue Date, excluding Restricted Payments permitted by Section 3.11(B); provided, however, that is less than the foregoing shall amount equal to the Cumulative Credit. (B) The provisions of Section 3.11(A) will not operate to preventprohibit: (ai) Customary tax distributions and overhead payments; (ii) Cashless exchange of Indebtedness; (iii) Restricted Payments in the making amount of dividends five million dollars ($5,000,000) for repurchases of Ordinary Shares; provided no Default or distributions by any Event of Default will have occurred and be continuing at the time of such Restricted Payment; (iv) to the extent constituting a Restricted Payment, the payment of fees of non-insider directors not to exceed an annual amount of [***] and the reimbursement of reasonable expenses; (v) (i) direct or indirect Wholly-owned Subsidiary Restricted Payments to the Company and other Subsidiaries of any the Company that are Guarantors from other Subsidiaries of the Borrower and (ii) in the case of Subsidiaries that are not Guarantors, direct or indirect Restricted Payments to its parent entityother Subsidiaries that are not Guarantors; (bvi) each Borrower (i) Restricted Payments to the Parent to be used for (A) customary director indemnification and each compensation payments to the Parent’s director nominees serving on the board of directors of Parent, Company or on the board of directors of any Subsidiary and (B) payment of income Taxes to the extent such income Taxes are attributable to the income of its direct or indirect Subsidiaries, and (ii) so long as no Event of Default has occurred and is continuing, Restricted Payments to the Parent and to Amryt Pharmaceuticals DAC to be used for financial and other reporting and similar customary administrative costs and expenses attributable and fairly allocable to the Company and the Guarantors (including audit and professional fees and other ordinary course operating and administrative expenses incurred by the Parent in its capacity as the ultimate holding company of the Company and the other Guarantors); (vii) the Parent may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership (other than Disqualified Equity Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (gviii) Restricted Payments to officerstransactions consisting of intercompany services among the Parent and its wholly-owned Subsidiaries in the ordinary course of business on an arm’s length basis, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearcharged on a cost plus a maximum of 10% basis.

Restricted Payments. No The Borrower shallwill not, nor shall will it permit any of its Subsidiaries Subsidiary to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to its Equity Interests or with respect to Equity Equivalents, in each case, payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests); (b) the Borrower and its Subsidiaries may make Restricted Payments not exceeding $10,000,000 during any fiscal quarter year pursuant to and in accordance with stock option or stock ownership plans, employment agreements, incentive plans or other benefit plans approved by the Borrower’s Board of Directors for management, directors, former directors, employees and former employees of the Borrower and the Subsidiaries; (c) the Borrower and its Subsidiaries may make Restricted Payments; provided that (i) with respect to any Restricted Payment of the type declared by the board of directors (or other governing body) of such Person, no Event of Default exists at the time of declaration thereof or would result immediately after giving effect thereto (as determined at the time of such declaration) and such Restricted Payment is made within 60 days of such declaration and (ii) with respect to any other Restricted Payments, no Event of Default exists at the time such Restricted Payment is made or immediately after giving effect thereto; (d) the Borrower and its Subsidiaries may make additional Restricted Payments not otherwise permitted by this Section 6.06 in an aggregate amount not exceeding $150,000,000; (e) the Borrower and its Subsidiaries may redeem, repurchase or otherwise acquire Qualified Equity Interests or options in exchange for (or out of the proceeds of a substantially concurrent offering of) Qualified Equity Interests of the Borrower or newly issued options to exceed Available Cash with respect acquire Equity Interests of the Borrower; (f) [Reserved]; (g) the Borrower or any Subsidiaries may redeem, repurchase or otherwise acquire Qualified Equity Interests within 180 days of any Acquisition which was funded in whole or in part through the issuance of Qualified Equity Interests to the sellers of the business acquired in such fiscal quarter, Acquisition so long as the Borrowers shall be amount expended does not exceed the current market value (as determined in compliance (after giving pro forma effect good faith by the Borrower) of the Qualified Equity Interests issued to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate sellers in the form of Exhibit E evidencing such compliance with Section 6.20(a)Acquisition; and (gh) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in the Borrower may make ordinary cash dividends on any fiscal yearEquity Interests of the Borrower.

Restricted Payments. No Each Borrower shallwill not, nor shall it and will not permit any of its Subsidiaries to, (i) declare or pay any dividends on or to make any other distributions in respect Restricted Payment; provided, that, so long as it is permitted by law and the Governing Documents of any class such Borrower or series of its equity interests, or Subsidiaries, (iia) directly or indirectly the Borrowers and their respective Subsidiaries may make Restricted Payments to purchase, redeem, redeem or otherwise acquire or retire any pursuant to a management or employee benefit plan in an aggregate amount not to exceed the greater of its equity interests or any warrants(x) $50,000,000 and (y) 0.75% of Consolidated Net Tangible Assets, optionsmeasured as of the last day of the fiscal quarter ending prior to the date of such Restricted Payment for which financial statements have been delivered to the Agent, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity;per fiscal year, (b) each Borrower Parent and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership (other than Disqualified Equity Interests;), (c) each (i) any Borrower may make Restricted Payments to another Borrower, (ii) any Subsidiary that is not a Borrower may make Restricted Payments to any Borrower or any Guarantor, (iii) any Subsidiary that is not a Loan Party may make Restricted Payments to any other Subsidiary and each (iv) any Borrower (other than Parent) or any Subsidiary may purchasemake any Restricted Payments to its parent entity (or, redeem or otherwise acquire if such Subsidiary is a non-wholly owned Subsidiary, to its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests;parent entities on a pro rata basis based on its parents’ relative ownership interests), (d) the MLP may make the Closing Date Distribution;[Reserved], (e) in addition to the MLP foregoing, Parent may make any other Restricted Payments so long as (i) the Over-Allotment Distribution on Payment Conditions are satisfied at the Effective Date and/or from time declared and (ii) until such time as such Restricted Payment is made, a Reserve has been established by Agent in an amount equal to time within thirty (30) days thereafter; (f) the Restricted Payment so declared; provided, that, so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP foregoing conditions shall not be required to be satisfied with respect to Restricted Payments in an aggregate principal amount of up to the greater of (x) $50,000,000 and (y) 0.75% of Consolidated Net Tangible Assets, measured as of the last day of the fiscal quarter ending prior to the date of such prepayment for which financial statements have been delivered to the Agent, during any fiscal year, and (f) Parent may make Restricted Payments with respect to any fiscal quarter of the type described in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, clauses (b) and (c) of the definition thereof so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) for each of the Borrowers shall be in compliance (after giving pro forma effect to the making of 30 consecutive days immediately preceding such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing both before and after giving effect to such compliance with Section 6.20(a); and Restricted Payment, (gA) Restricted Payments to officersno Loans are outstanding, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount (B) Liquidity is not to exceed less than $500,000 in any fiscal year500,000,000.

Restricted Payments. No Borrower shallEach Loan Party will not, nor shall it and will not permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent:so long as it is permitted by law, (a) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the making Loan Parties shall be permitted to consummate the purchase, redemption, retirement or other acquisition for value of dividends Equity Interests in Parent held by employees, officers or distributions directors or by former employees, officers or directors of Parent or any direct of its Subsidiaries (or indirect Wholly-owned Subsidiary their estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment; provided that the aggregate consideration paid for such purchase, redemption, retirement or other acquisition of such Equity Interests does not exceed $3,000,000 in any Borrower calendar year; provided that any unused amounts in any calendar year may be carried forward to its parent entity;one or more future periods; provided, further, that the aggregate amount of repurchases made pursuant to this clause (a) may not exceed $5,000,000 in any calendar year, (b) each Borrower so long as no Event of Default shall have occurred and each Subsidiary be continuing or would result therefrom, Parent may declare and make dividend payments distributions to former employees, officers, or other distributions payable directors of Parent (or any spouses, ex-spouses, or estates of any of the foregoing), solely in common or subordinated Ownership 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 Person and any Borrower may issue common Ownership Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire Equity Interests upon the conversion of subordinated Ownership Interests;Parent, (c) each Borrower direct or indirect wholly-owned Subsidiaries of Parent may make dividends and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with distributions to the proceeds received from Loan Party that is the substantially concurrent issue direct owner of new common or subordinated Ownership Interests;the equity of such wholly-owned Subsidiary, (d) so long as no Event of Default would result therefrom, issuances of Qualified Equity Interests by Parent to the MLP may make ESOT in satisfaction of any employer contribution obligation under the Closing Date DistributionESOP; (e) Parent may pay quarterly dividends to the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event holders of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter its Equity Interests in an aggregate amount not to exceed Available Cash with respect to such $2,000,000 in any fiscal quarter, so long as the Borrowers shall be in compliance (as, after giving pro forma effect thereto, the Consolidated Total Debt Ratio would be less than or equal to the making of such Restricted Payment) with the covenants contained Section 6.20(a)6.00 to 1.00, and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); andor (gf) any Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearso long as the Payment Conditions are satisfied.

Restricted Payments. No Borrower shallEach Credit Party will not, nor shall it and will not permit any of its Subsidiaries toSubsidiaries, (i) declare or pay to make any dividends on Restricted Payment, or make any other distributions in respect of deposit for any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventother than: (a) the making of dividends or distributions Restricted Payments by any Subsidiary of a Credit Party to its direct or indirect Wholly-owned Subsidiary of any Borrower to its parent, so long as such direct or indirect parent entityis a Credit Party; (b) each Borrower and each Subsidiary may declare and make dividend payments Restricted Payments by any Credit Party or other distributions any of its Subsidiaries to pay dividends with respect to its Capital Stock payable solely in common or subordinated Ownership Interests additional shares of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsCapital Stock (other than Disqualified Capital Stock); (c) each Borrower and each Restricted Payments by any Immaterial Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Intereststo another Immaterial Subsidiary; (d) Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans, in each case to the MLP may make extent permitted hereunder, for management or employees of any Credit Party or any of its Subsidiaries; provided, that the Closing Date Distributionaggregate amount of Restricted Payments made under this clause (d) does not exceed $2,500,000 in any calendar year; (e) Permitted Subordinated Debt Payments so long as the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter;Payment Conditions are satisfied; and (f) so long Restricted Payments of cash actually paid in an aggregate amount not to exceed 50% of Consolidated EBITDA as of the last day of the most recently ended period of four fiscal quarters; provided, that, no Restricted Payment otherwise permitted under this Section 9.06 shall be permitted unless such Restricted Payment is made entirely with cash (except for Restricted Payments under clause (b)); and provided, further, that no Restricted Payment otherwise permitted under clause (d) or (f) shall be permitted to be made if, at the time of making any such Restricted Payment, any Event of Default or Event of Material Default has occurred and is continuing or would result therefrom and no violation therefrom; provided, however, Parent may pay any dividend permitted under clause (f) within 30 days after the date of any Legal Requirement declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (including the other provisions of this Section 17-607 of the Delaware Revised Uniform Limited Partnership Act9.06) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making aggregate amount of such Restricted Payment) with dividend does not exceed 12.50% of Consolidated EBITDA as of the covenants contained Section 6.20(a), and last day of the Borrowers shall have delivered an executed compliance certificate in the form most recently ended period of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any four fiscal yearquarters.

Restricted Payments. No Borrower shallwill not, nor shall it and will not permit any of its Subsidiaries other Credit Party to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchaseindirectly, redeemdeclare, order, pay, make or otherwise acquire or retire set apart any of its equity interests or sum for any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, provided that the foregoing shall not operate to prevent: restrict or prohibit (a) the making of dividends or distributions made by any direct Restricted Subsidiary, directly or indirect indirectly, to Borrower or to any Restricted Subsidiary that is a Wholly-owned Owned Subsidiary of any Borrower to its parent entity; Borrower, (b) each dividends declared and paid by Subsidiaries ratably with respect to their Capital Stock (or on a basis more favorable to Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; its Restricted Subsidiaries), (c) each Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of Borrower and each Subsidiary may purchaseits Subsidiaries, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) cash payments by Borrower in lieu of issuing fractional shares in an aggregate amount not exceeding $200,000 during the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as term of this Agreement, provided that no Default or Event of Default has occurred exists at the time of such payment, such payment will not cause a Default or Event of Default and such payment is continuing made only in respect of Borrower’s 8% Convertible Preferred Stock outstanding on the Closing Date, (e) distributions declared and paid by Borrower effecting “poison pill” rights plans provided that any securities or would result therefrom and no violation rights so distributed have a nominal fair market value at the time of any Legal Requirement declaration, (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Actf) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Paymenti) with the covenants contained Section 6.20(a)proceeds of Permitted Second Lien Debt in connection with future debt-for-debt exchanges involving the Senior Notes and (ii) consisting solely of debt-for-debt exchanges of the Senior Notes for Permitted Second Lien Debt, and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) repayments of Debt from the proceeds of Debt constituting Refinancing Indebtedness and (h) other Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 1,000,000 in the aggregate. Borrower will not, and will not permit any fiscal yearother Credit Party to issue preferred Capital Stock providing for Restricted Payments not permitted by this Section 5.4.

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, except that, so long as no Default shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect have occurred and be continuing at the time of any class action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Subsidiary may make Restricted Payments to the making Borrower, any Subsidiaries of dividends or distributions by the Borrower that are Guarantors and any other Person that owns a direct or indirect Wholly-owned Subsidiary Equity Interest in such Subsidiary, ratably according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Restricted Payment is being made; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each 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 Ownership common Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Equity Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as (x) no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 y) the Borrower and its Subsidiaries shall be in compliance on a Pro Forma Basis with all of the Delaware Revised Uniform Limited Partnership Actcovenants set forth in Section 7.11, 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 Restricted Payment had been made as of the first day of the fiscal period covered thereby, commencing in fiscal year 2012, the Borrower and its Subsidiaries may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this clause (d), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the Available Amount immediately prior to such election and the amount thereof elected to be so applied; (e) so long as no Default has occurred and is continuing or would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarterby the Borrower and its Subsidiaries, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of provided that such Restricted PaymentPayments shall not exceed $15,000,000 from and after the Closing Date; (f) with Restricted Payments made on the covenants contained Section 6.20(a), and Closing Date to consummate the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); andTransaction; (g) Restricted Payments the repurchase, redemption or other acquisition for value of Equity Interests of Borrower or representing solely fractional shares of such Equity Interests in connection with a merger, consolidation, amalgamation or other combination involving Borrower; (h) repurchases of Equity Interests in the Borrower or any Loan Party deemed to officersoccur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (i) the payment of any dividend or distribution within 60 days after the date of declaration thereof, directors if at the date of declaration such payment would have complied with the provisions of this Agreement; (j) payments made or expected to be made by the Borrower or any of the Loan Parties in respect of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and employees any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options; (k) the repurchase of Borrower’s Equity Interests pursuant to employment or benefit plans or agreements a stock repurchase plan approved by the Borrower’s Board of Directors in an aggregate amount not to exceed $500,000 5,000,000 per fiscal year, provided that if immediately after giving effect on a Pro Forma Basis to such repurchase the Consolidated Leverage Ratio of the Borrower and its Subsidiaries is less than or equal to 3.5:1.0, such repurchase of Equity Interests shall not exceed an aggregate amount of $10,000,000 per fiscal year; and (l) the Borrower may make Restricted Payments to, directly or indirectly, purchase Equity Interests of the Borrower from present or former officers, directors, consultants, agents or employees (or their estates, trusts, family members or former spouses) of the Borrower or any of its Subsidiaries upon the death, disability, retirement or termination of the applicable officer, director, consultant, agent or employee, or pursuant to any equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement; provided that the aggregate amount of payments under this clause in any fiscal year shall not exceed the sum of $2,000,000 in any calendar year; provided further, that any amount not used in any fiscal year may be carried over to the next calendar year.

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect have occurred and be continuing at the time of any class action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Subsidiary may make Restricted Payments to the making of dividends or distributions by any direct or indirect WhollyBorrower and to wholly-owned Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of any Borrower to its parent entitycapital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its Ownership common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or subordinated Ownership other common Equity Interests; (d) the MLP Borrower may make Restricted Payments so long as (1) the Material Debt Documents then outstanding would permit such Restricted Payment, and (2) if, after giving effect thereto, either (A) the pro forma Consolidated Senior Leverage Ratio would be less than 2.00:1.00 or (B) the aggregate amount of such Restricted Payments would be less than the sum of (x) $50,000,000 in each fiscal year plus (y) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interest since the Restatement Closing Date Distribution;not used to make any Restricted Payments under Section 7.06(c) above plus (z) 50% of the Consolidated Net Income since the Restatement Closing Date; and (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or such Restricted Payment would result therefrom and no violation of any Legal Requirement (including Section 17-607 of be permitted under the Delaware Revised Uniform Limited Partnership Act) would result therefromMaterial Debt Documents then outstanding, the MLP Borrower may make Restricted Payments with respect to any fiscal quarter (A) redeem or purchase the Convertible Notes, in an aggregate amount whole or in part, at a redemption or purchase price not to exceed Available Cash 100% of the principal amount of the Convertible Notes to be redeemed, together with accrued or unpaid interest thereon with any premium or other additional cash amounts with respect thereto to such fiscal quarterbe paid pursuant to Section 7.06(d); provided, so long as the Borrowers shall be in compliance (that after giving pro forma effect to such redemption or repurchase and any transactions related thereto, (i) the making of such Restricted Payment) Borrower shall be in compliance with the covenants contained set forth in Section 6.20(a)7.10, and (ii) the Borrowers Borrower shall have delivered an executed compliance certificate a minimum of $75,000,000 of any combination of cash on hand and availability under a revolving credit facility or (B) refinance the Convertible Notes, in whole or in part, using subordinated Indebtedness having a maturity date longer than the form debt being refinanced and having subordination terms not materially less favorable to the Lenders than the terms of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearthe debt being refinanced.

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect have occurred and be continuing at the time of any class such action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) the making of dividends or distributions by any direct or indirect Wholly-owned each Subsidiary of the Parent may make Restricted Payments to the Parent and any Borrower other Person that owns an Equity Interest in such Subsidiary ratably according to its parent entitytheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) each Borrower Parent and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common or subordinated Ownership Equity Interests of such Person and any Borrower Parent may issue common Ownership Equity Interests upon the conversion of subordinated Ownership Equity Interests; (c) each Borrower and each Subsidiary Parent may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership shares of its Equity Interests (other than Disqualified Equity Interests); (d) the MLP Parent may make the Closing Date Distributionor incur a liability to make cash quarterly distributions in an amount equal to Available Cash; (e) the MLP Parent may make distributions as described in “Use of Proceeds” in the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterRegistration Statement; (f) so long as no Default Parent may make payments to its partners for the redemption of a portion of their common units or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 subordinated Equity Interests to the extent of the Delaware Revised Uniform Limited Partnership Actnet cash proceeds from the underwriters’ exercise of their option to purchase additional common units; (g) would result therefrom, each of the MLP Parent and each of its Subsidiaries may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long distributions of its Equity Interests as a split or other distribution of Equity Interests where the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate distributions are made as described in the form Registration Statement or on a pro rata basis to all of Exhibit E evidencing such compliance with Section 6.20(a)its equityholders; and (gh) Restricted Payments to officersParent may repurchase its Equity Interests in connection with the administration of the Long Term Incentive Plan as defined in the Partnership Agreement, including (i) in connection with the cashless exercise of unit options, (ii) the repurchase of restricted units from employees, directors and employees pursuant other recipients under such plan at nominal values, and (iii) the repurchase of Equity Interests from employees, directors and other such recipients to employment satisfy federal, state or benefit plans local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of options, unit grants or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearother awards made under such plan.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) each Subsidiary may make Restricted Payments to the making Borrower, the Subsidiary Guarantors and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of dividends or distributions by any direct or indirect Wholly-owned Subsidiary the type of any Borrower to its parent entityEquity Interest in respect of which such Restricted Payment is being made; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or subordinated Ownership other common Equity Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower may make declare or pay Restricted Payments with respect to any fiscal quarter after the Closing Date in an aggregate amount not to exceed Available Cash the sum of (i) $389,000,000 plus (ii) 50% of the cumulative Consolidated Net Income of the Borrower and its Subsidiaries since May 31, 2018 minus (iii) all amounts available to make Restricted Payments pursuant to this subsection (d) that have been invested pursuant to Sections 7.02(e) and 7.02(g); (e) the Borrower may make payments of cash in lieu of fractional shares in connection with respect the exercise of or conversion of securities that are exercisable or convertible into Equity Interests; (f) to the extent constituting Restricted Payments, upon the vesting of Equity Interests pursuant to the terms of any agreement with employees, consultants or directors or pursuant to the terms of the Borrower’s equity compensation plans or agreements, the Borrower may (i) repurchase a portion of such fiscal quarterEquity Interests (through any “net” settling of any Equity Interest or through a tax withholding feature of any Equity Interest) to the extent such repurchased Equity Interests represent the exercise price of options or warrants or the amount of withholding taxes due upon such exercise or vesting and (ii) make tax withholding payments on behalf of such employees, consultants or directors in connection therewith; (g) to the extent constituting Restricted Payments, the Borrower and the Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.02 or 7.04; (h) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrowers shall be in compliance Borrower may declare or pay Restricted Payments approved by the board of directors of the Borrower (after giving pro forma effect to the making of or applicable governing body) so long as such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)Payments do not exceed $1.08 per share per fiscal year; and (gi) Restricted Payments to officersso long as no Default shall have occurred and be continuing or would result therefrom, directors and employees pursuant to employment or benefit plans or agreements the Borrower may make Permitted Share Repurchase Transactions in an aggregate amount not to exceed $500,000 25,000,000 in any fiscal year.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of dividends or distributions by any direct or indirect Wholly-owned each Restricted Subsidiary of may make Restricted Payments to any Borrower and to its parent entityother Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to (i) a Borrower or such Restricted Subsidiary and (ii) to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests); (b) each Borrower Parent, the Borrowers and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership the Equity Interests (other than Disqualified Equity Interests) of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each Borrower to the extent constituting Restricted Payments, the Borrowers and each Subsidiary the Restricted Subsidiaries may purchaseenter into transactions expressly permitted by Section 7.04, redeem Section 7.05 or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership InterestsSection 7.08; (d) the MLP Borrowers and the Restricted Subsidiaries may make Restricted Payments to Parent: (i) the Closing Date Distributionproceeds of which shall be used by Parent to pay its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including, without limitation, administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, in an aggregate amount not to exceed $1,000,000 in any fiscal year plus any reasonable and customary indemnification claims made by directors or officers of Parent attributable to the ownership or operations of the Borrowers and the Restricted Subsidiaries; (eii) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time proceeds of which shall be used by Parent to time within thirty (30) days thereafterpay franchise taxes and other fees, taxes and expenses required to maintain Parent’s corporate existence; (fiii) so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom, the proceeds of which will be used by Parent to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Parent (or, after a Qualifying IPO of UHS, UHS) held by any future, present or former employee, director, officer, member of management or consultant of 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 any calendar year $2,500,000 (with unused amounts in any calendar year being carried over to succeeding calendar years); and provided further that such amount in any calendar year may be increased by an amount not to exceed (1) the cash proceeds from the sale of Equity Interests to employees, directors, officers, members of management or consultants of Parent or of its Subsidiaries that occurs after the Closing Date to the extent such proceeds constitute Eligible Equity Proceeds plus (2) the amount of any cash bonuses otherwise payable to employees, directors, officers, members of management or consultants of 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 Parent pursuant to a deferred compensation plan of such Person plus (3) the cash proceeds of key man life insurance policies received by Parent (to the extent such proceeds are contributed to UHS) or any Borrower or any Restricted Subsidiary after the Closing Date (provided that the Borrowers 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 (d)(iv); (iv) 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 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) 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 Borrower or a Loan Party (or a Person that will become a Loan Party upon receipt of such contribution) or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into a Borrower or a Loan Party in order to consummate such Permitted Acquisition, in each case, in accordance with the requirements of Section 6.12; (v) the proceeds of which shall be used by Parent 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 Parent (or, after a Qualifying IPO of UHS, of UHS); provided that any such cash payment shall not be for the purpose of evading the limitations set forth in this Section 7.06 (as determined in good faith by the board of directors or the managing board, as the case may be, of UHS (or any authorized committee thereof)); (vi) the proceeds of which shall be used by Parent for distribution to Parent to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering permitted by this Agreement; (vii) the proceeds of which shall be used by Parent to pay customary salary, bonus and other benefits payable to officers and employees of Parent to the extent such salaries, bonuses and other benefits are directly attributable to the ownership or operations of the Borrowers and the Restricted Subsidiaries; and (viii) the proceeds of which shall be used by Parent to pay amounts owing pursuant to the Sponsor Management Agreement, or other amounts of the type described in Section 7.08(d) or Section 7.08(k), 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 a Loan Party; and (e) so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 ii) the Leverage Ratio as of the Delaware Revised Uniform Limited Partnership Act) would result therefromlast day of the immediately preceding four fiscal quarters was less than 6.5:1 (determined on a Pro Forma Basis after giving effect to any Restricted Payment to be made pursuant to this Section 7.06(e)), in addition to the foregoing Restricted Payments, Parent, the MLP Borrowers and the Restricted Subsidiaries may make additional Restricted Payments with respect to any fiscal quarter their respective shareholders in an aggregate amount not to exceed Available Cash with respect the Applicable Amount as in effect immediately prior to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to time of the making of such Restricted Payment; (f) from and after a Qualifying IPO of UHS, UHS may make Restricted Payments, in each case in accordance with the covenants contained Section 6.20(a)provision thereof, and deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the Borrowers shall have delivered an executed compliance certificate in the form exercise price of Exhibit E evidencing such compliance with Section 6.20(a)options or warrants; and (g) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, other Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year30,000,000 since the Closing Date.

Restricted Payments. No Borrower shall, nor shall it (i) Make or permit any of its Subsidiaries toto make, directly or indirectly, any Restricted Payment or Restricted Investment, except that, so long as no Default or an Event of Default shall have occurred and be continuing, BMCA may make, and may permit any of its Subsidiaries to make, directly or indirectly, any Restricted Payment or Restricted Investment so long as, at the time of such Restricted Payment or Restricted Investment and immediately after giving effect thereto, the aggregate amount of Restricted Payments made since the Closing Date and the aggregate amount of Restricted Investments made since the Closing Date and then outstanding (ithe amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of BMCA in good faith as of the date of payment or investment) declare shall not exceed (when combined with all Restricted Payments and Restricted Investments since January 1, 2001) the sum of: (a) 50% of the cumulative Consolidated Net Income (or pay minus 100% of the cumulative Consolidated Net Loss) of BMCA accrued during the period beginning January 1, 2001 and ending on the last day of the most recently completed fiscal quarter for which financial statements are available (treating such period as a single accounting period); (b) 100% of the net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of BMCA in good faith, as evidenced by a board resolution, received by BMCA from any dividends on Person (other than a Subsidiary of BMCA) from the issuance and sale subsequent to July 26, 2004 of Equity Interests of BMCA (other than Redeemable Equity Interests) or make any other distributions as a capital contribution; provided that, if the value of the non-cash consideration or contribution is in respect excess of $50,000,000, BMCA shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of BMCA or such Subsidiary, in their capacity as such (the determination as to the value of any class non-cash consideration referred to in this clause (B) to be made by such investment banking firm), and such opinion shall have been delivered to the Administrative Agent; (c) with respect to Restricted Investments made by any Loan Party after July 26, 2004, an amount equal to the net reduction in such Restricted Investments in any Person resulting from repayments of loans or series advances, or other transfers of assets, in each case to any Loan Party or from the net cash proceeds from the sale or other disposition of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income (Loss)), or from designation of any Non-Recourse Subsidiary as a Loan Party, not to exceed, in each case, the amount of Restricted Investments previously made by the Loan Parties in such Person or Non-Recourse Subsidiary after July 26, 2004; (d) 100% of the net cash proceeds received by BMCA from the exercise of options or warrants on BMCA’s Equity Interests (other than Redeemable Equity Interests) since July 26, 2004; (e) 100% of the net cash proceeds received by BMCA from the conversion into Equity Interests (other than Redeemable Equity Interests) of convertible Debt or convertible Preferred Interests issued and sold (other than to a Subsidiary of BMCA) since July 26, 2004; and (f) $60,000,000. The designation by BMCA or any of its equity interests, or Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by BMCA in an amount equal to the outstanding Investments made by BMCA and its Subsidiaries in such Person being designated a Non-Recourse Subsidiary at the time of such designation. (ii) directly Section 5.02(g)(i) shall not prevent the following, as long as no Default or indirectly purchaseEvent of Default shall have occurred and be continuing (or would result therefrom other than pursuant to Section 5.02(g)(i): (a) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with Section 5.02(g)(i); (b) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by BMCA from the substantially concurrent sale of its common stock (other than to a Subsidiary of BMCA); provided that such net cash proceeds so utilized shall not be included in paragraph (a) in determining the amount of Restricted Payments or Restricted Investments BMCA could make under Section 5.02(g)(i); (c) cumulative Investments in Non-Recourse Subsidiaries not in excess of $50,000,000 in the aggregate from July 26, redeem2004 determined as of the date of the Investment (the amount so expended, if other than cash, to be determined by BMCA’s Board of Directors, as evidenced by a board resolution); and (d) repurchases of Equity Interests of BMCA, in each case from employees, former employees or otherwise acquire directors of BMCA or retire any of its equity interests or Subsidiaries (other than any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”Permitted Holder); provided, however, that the foregoing shall not operate to prevent: (a) the making aggregate amount of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; Restricted Payments made under this clause (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of shall not exceed $3,000,000 in any Legal Requirement (including Section 17-607 Fiscal Year; provided, further, that if any portion of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make aggregate amount of Restricted Payments with respect permitted to any fiscal quarter be made pursuant to this clause (d) shall not be made in an aggregate a Fiscal Year, Restricted Payments pursuant to this clause (d) in amount not to exceed Available Cash with respect to such fiscal quarterunused portion may be made in the subsequent Fiscal Year in addition to all other Restricted Payments permitted to be made pursuant to this clause (d) in that Fiscal Year. Restricted Payments or Restricted Investments made pursuant to clause (b), so long as (c) or (d) of this clause (ii) shall not be deducted in determining the Borrowers shall be amount of Restricted Payments or Restricted Investments made or then outstanding under Section 5.02(g)(i). For purposes of determining compliance with this Section 5.02(g), in the event that a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described above, BMCA, in its sole discretion, may order and classify such Restricted Payment in any manner in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained this Section 6.20(a5.02(g), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.

Restricted Payments. No Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set 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 shallor any of its Subsidiaries, nor shall it permit 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 Borrower or any of its Subsidiaries to(collectively, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted PaymentPayments”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of dividends Borrower may make payments and other distributions to Holdings (or distributions its designee) contemplated by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entityand in accordance with Section 4.19; (b) each so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may make payments and each Subsidiary may declare and make dividend payments or other distributions payable solely to the Sponsor (or its designee) contemplated by and in common or subordinated Ownership Interests accordance with Section 3.8(b) of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsDepositary Agreement; (c) each any Subsidiary of the Borrower and each may make Restricted Payments to the Borrower or any Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership InterestsGuarantor; (d) the MLP Borrower may make payments to Holdings (or its designee) to reimburse Holdings for general and administrative costs of the Closing Date DistributionProject directly incurred by Holdings and other corporate overhead expenses in the ordinary course of business not to exceed $500,000 in any fiscal year; (e) the MLP Borrower may make reimburse any Affiliate of the Over-Allotment Distribution on Borrower for the Effective Date and/or from time to time within thirty costs of obtaining, maintaining, renewing and amending any Acceptable Sponsor Letter of Credit as contemplated by clause (30o) days thereafterof the definition of O&M Costs or clause (iii) of priority Third of Section 3.1(b) of the Depositary Agreement; (f) so long as no Event of Default shall have occurred and be continuing, the Borrower may make payments and other distributions to Holdings or its Affiliates (or their respective designees) at any time equal to the amount of any taxes described in clause (a) of the definition of “Net Cash Proceeds” (provided that, for purposes of this clause (f) and determining the amount of such taxes, Asset Sales referred to in the definition of “Net Cash Proceeds” shall be deemed to include Dispositions permitted pursuant to Section 7.5(i)); 104 Sunshine (Northeast) – Credit Agreement (g) if no Default or Event of Default has shall have occurred and is continuing or would result therefrom and no violation be continuing, the Borrower, in connection with any Specified Asset Disposition, any amount of any Legal Requirement (including Section 17-607 Net Cash Proceeds in excess of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)Specified AD Prepayment Amount relating thereto; and (gh) Restricted Payments if no Default or Event of Default shall have occurred and be continuing, the Borrower, in connection with any PPA Buyout, any amount of Net Cash Proceeds in excess of the PPA Buyout Prepayment Amount relating thereto (which, for the avoidance of doubt, is subject to officers, directors and employees pursuant to employment or benefit plans or agreements the application of the Net Cash Proceeds in an aggregate amount not to exceed $500,000 in any fiscal yearSection 2.9(a)(iv)(B)).

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on Declare or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) (i) the making Borrower may make Restricted Payments to Holdings and (ii) each Restricted Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of dividends or distributions by the Borrower that are Guarantors and any other Person that owns a direct or indirect Wholly-owned Subsidiary Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Restricted Payment is being made; (b) each Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each Holdings, the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Ownership common Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Equity Interests; (d) the MLP Holdings may make Restricted Payments constituting regularly scheduled cash dividends so long as (i) no Default shall have occurred and be continuing or would result therefrom (which may, at the Closing Date Distributionoption of the Borrower, be determined on the date of declaration of such Restricted Payment) and (ii) the aggregate amount of such Restricted Payments paid or made in any fiscal year would not exceed $50,000,000; (e) Holdings, the MLP Borrower and each Restricted Subsidiary may make any other Restricted Payment so long as (i) no Default shall have occurred and be continuing or would result therefrom and (ii) after giving pro forma effect thereto for the Over-Allotment Distribution most recently ended Measurement Period (including any incurrence and/or repayment of Indebtedness in connection therewith), the Consolidated Total Net Leverage Ratio does not exceed 2.50 to 1.00 at the time of such Restricted Payment; provided that, at the option of the Borrower, satisfaction of each of clauses (i) and (ii) may be determined on the Effective Date and/or from time to time within thirty (30) days thereafter;date of declaration of such Restricted Payment; and (f) Holdings may make Restricted Payments to the extent the same are made with the Available Amount, so long as at the time of, and after giving effect to such Restricted Payment on a pro forma basis, no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or (ii) directly issue or indirectly purchasesell any Equity Interests, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) each Restricted Subsidiary may make Restricted Payments to the making Borrower, the Subsidiary Guarantors and any other Person that owns an Equity Interest in such Restricted Subsidiary, provided that, in the case of dividends any Restricted Subsidiary that is not a Wholly Owned Subsidiary, such Restricted Payments are made to the holders of such Equity Interests ratably (or distributions by any direct or indirect on a more favorable basis from the perspective of the Borrower and its Wholly-owned Subsidiary Owned Subsidiaries, taken as a whole) according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Restricted Payment is being made; (b) each the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common or subordinated Ownership stock, other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion or Qualified Stock of subordinated Ownership Interestssuch Person; (c) each the Borrower may issue and sell any warrants or options with respect to its Qualified Stock pursuant to any executive compensation or stock option plan; (d) the Borrower may issue and sell its Equity Interests constituting Qualified Stock; DB1/ 88815292.10 (e) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterother Qualified Stock; (f) so long the Borrower and each Restricted Subsidiary may make Restricted Payments to shareholders of any Person (other than an Affiliate of the Borrower) acquired by merger pursuant to an Investment permitted under this Agreement, at the time of such Acquisition; (g) the Borrower and each of its Restricted Subsidiaries may (A) repurchase at the issue price Equity Interests held by former directors, officers, employees and consultants in an amount not to exceed $100,000 in any fiscal year; (B) pay withholding or similar Taxes payable by present or former directors, officers, employees or consultants in respect of their Equity Interests and (C) repurchase Equity Interests deemed to occur upon a cashless exercise of options or warrants; (h) the Borrower may make Restricted Payments to implement Capped Call Transactions and Convertible Bond Hedge Transactions in connection with the issuance of Convertible Bond Indebtedness, provided such Restricted Payments are made solely with the proceeds of such related Convertible Bond Indebtedness and any Warrant Transactions; (i) the Borrower may declare and make other Restricted Payments not otherwise permitted by this Section 7.06 (including, making Restricted Payments to exercise, settle, unwind or terminate any Convertible Bond Hedge Transaction, Capped Call Transaction or Warrant Transaction, as applicable, or honor any request in connection with any conversion of Convertible Bond Indebtedness and make cash payments in lieu of fractional shares in connection therewith), provided that (x) no Default or Event of Default has occurred and is continuing shall exist or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Acty) would result therefromimmediately after giving effect to such Restricted Payment, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers Borrower shall be in compliance Pro Forma Compliance, provided that the Consolidated Leverage Ratio shall not exceed, on a Pro Forma Basis, 2.50 to 1.00; (after giving pro forma effect to j) the making Borrower and any Restricted Subsidiary may pay cash in lieu of such Restricted Payment) fractional shares in connection with the covenants contained Section 6.20(a)any dividend, and the Borrowers shall have delivered an executed compliance certificate in the form split or combination of Exhibit E evidencing such compliance with Section 6.20(a)its Equity Interests; and (gk) the Borrower may make Restricted Payments Payments, pursuant to and in accordance with equity compensation plans or programs and other benefit and compensation plans, programs or agreements for directors, officers, directors employees or advisors of the Borrower and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearits Subsidiaries.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) (i) each Loan Party may make Restricted Payments to any other Loan Party, (ii) each Restricted Subsidiary that is not a Loan Party may make Restricted Payments to the making Borrower or any Restricted Subsidiary and (iii) so long as no Default exists or would be caused thereby, each Restricted Subsidiary may make Restricted Payments to any Person other than a Relevant Party that owns a direct Equity Interest in such Restricted Subsidiary, so long as no Person other than a Restricted Subsidiary receives more than its ratable share of dividends or distributions by any direct or indirect Wholly-owned Subsidiary such Restricted Payments, determined according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Restricted Payments are being made; (b) each the Borrower and each Restricted Subsidiary may declare and make dividend payments dividends or other distributions payable solely in common or subordinated Ownership Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Ownership common Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Equity Interests; (d) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, any repurchase, redemption or payment on account of any Equity Interests of Borrower held by any current or former officers, directors or employees (or employees of Affiliates) (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment; provided that the MLP aggregate cash consideration paid for all such repurchases, redemptions and payments shall not exceed, in any fiscal year, $3,000,000; provided, further, that fifty-percent (50%) any such repurchases, redemptions or payments permitted to be made (but not made) pursuant hereto in a given fiscal year beginning with the fiscal year ended December 31, 2017 may make be carried forward and made in the Closing Date Distributionimmediately succeeding fiscal year or carried back and made in the immediately preceding fiscal year; provided further that during an Event of Default any payments described in this clause may accrue and shall be permitted to be paid upon such Event of Default no longer existing so long as no other Event of Default is continuing at such time; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred exists or would be caused thereby, and only to the extent permitted by its Partnership Agreement, the Borrower may make distributions to the holders of its Equity Interests up to the amount of Available Cash; (f) so long as no Event of Default is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make any other Restricted Payments with respect to any fiscal quarter may be made in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate $2,000,000 in the form of Exhibit E evidencing such compliance with Section 6.20(a)aggregate per annum; and (g) any other Restricted Payments to officers, directors and employees pursuant the extent funded with Net Equity Proceeds from a substantially concurrent issuance or sale of Equity Interests by the Borrower (or any contribution with respect to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearthe Equity Interests of the Borrower).

Restricted Payments. No Borrower Credit Party shall, nor shall it permit any of its Subsidiaries to, (i) declare or pay make, directly or indirectly, any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly or indirectly purchaseto do so, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) the making of dividends or distributions by any direct or indirect Wholly-owned each Subsidiary of the Borrower may make Restricted Payments to any Borrower Person that owns Equity Interests in such Subsidiary, ratably according to its parent entitytheir respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each redemptions or repurchases of Equity Interests in the Borrower from employees and each Subsidiary may purchaseformer employees; provided that (x) the aggregate amount of all such redemptions or repurchases made pursuant to this clause (c) in any Fiscal Year shall not exceed $2,000,000 and (y) after giving effect to any such redemption or repurchase on a Pro Forma Basis, redeem no Default or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue Event of new common or subordinated Ownership InterestsDefault shall exist; (d) Restricted Payments consisting of announced dividends that satisfied the MLP may make conditions of any other clause of this Section 8.4 at the Closing Date Distributiontime of announcement thereof; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing exists or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with making by the Borrower of quarterly dividend payments in respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as of common stock of the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements Borrower in an aggregate amount not to exceed $500,000 10,000,000 in any fiscal yearFiscal Year; (f) Restricted Payments consisting of dividends paid by Zephyr Acquisition Company to Heritage Property & Casualty Insurance Company as a holder of preferred Equity Interests pursuant to the terms of a consent order issued by an applicable Insurance Regulatory Authority; and (g) other Restricted Payments, so long as: (i) no Default or Event of Default exists or would result therefrom; (ii) on a Pro Forma Basis after giving effect to any such Restricted Payment, the Consolidated Leverage Ratio is at least 0.25:1.00 (a “quarter turn”) less than the Consolidated Leverage Ratio required for the period of four (4) Fiscal Quarters most recently ended; and (iii) after giving effect to any such Restricted Payment, there remains at least Twenty-Five Million Dollars ($25,000,000) of Liquidity.

Restricted Payments. No Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set 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 shallor any of its Subsidiaries, nor shall it permit 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 Borrower or any of its Subsidiaries to(collectively, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted PaymentPayments”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of dividends Borrower may make payments and other distributions to Holdings (or distributions its designee) contemplated by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entityand in accordance with Section 4.19; (b) each so long as the Distribution Conditions are satisfied as of the date of any Restricted Payment the Borrower may make payments and each Subsidiary may declare and make dividend payments or other distributions payable solely to the Sponsor (or its designee) contemplated by and in common or subordinated Ownership Interests accordance with Section 3.8(b) of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsDepositary Agreement; (c) each any Subsidiary of the Borrower and each may make Restricted Payments to the Borrower or any Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership InterestsGuarantor; (d) the MLP Borrower may make payments to Holdings (or its designee) to reimburse Holdings for general and administrative costs of the Closing Date DistributionProject directly incurred by Holdings and other corporate overhead expenses in the ordinary course of business not to exceed $1,000,000 in any fiscal year; (e) the MLP Borrower may make reimburse any Affiliate of the Over-Allotment Distribution on Borrower for the Effective Date and/or from time to time within thirty costs of obtaining, maintaining, renewing and amending any Acceptable Sponsor Letter of Credit as contemplated by clause (30o) days thereafterof the definition of O&M Costs or clause (iii) of priority Third of Section 3.1(b) of the Depositary Agreement; (f) so long as no Event of Default shall have occurred and be continuing, the Borrower may make payments and other distributions to Holdings or its Affiliates (or their respective designees) at any time equal to the amount of any taxes described in clause (a) of the definition of “Net Cash Proceeds” (provided that, for purposes of this clause (f) and determining the amount of such taxes, Asset Sales referred to in the definition of “Net Cash Proceeds” shall be deemed to include Dispositions permitted pursuant to Section 7.5(i)); (g) if no Default or Event of Default has shall have occurred and is continuing or would result therefrom and no violation be continuing, the Borrower, in connection with any Specified Asset Disposition, any amount of any Legal Requirement (including Section 17-607 Net Cash Proceeds in excess of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)Specified AD Prepayment Amount relating thereto; and (gh) Restricted Payments if no Default or Event of Default shall have occurred and be continuing, the Borrower, in connection with any PPA Buyout, any amount of Net Cash Proceeds in excess of the PPA Buyout Prepayment Amount relating thereto (which, for the avoidance of doubt, is subject to officers, directors and employees pursuant to employment or benefit plans or agreements the application of the Net Cash Proceeds in an aggregate amount not to exceed $500,000 in any fiscal year.Section 2.9(a)(iv)(B)). 105 Sunshine (National) – Credit Agreement

Restricted Payments. No The Borrower shallwill not, nor shall it and will not permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, except: (i) declare the payment by the Borrower or pay any dividends on or make any other distributions in respect Restricted Subsidiary of any class dividend or series the consummation of its equity interestsany irrevocable redemption within 60 days after the date of declaration thereof or giving the notice of the redemption, if on the date of declaration or notice the payment would have complied with the provisions of the Indenture (assuming, in the case of redemption, the giving of the notice would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time); (ii) directly the Borrower may declare or indirectly purchase, redeem, make a Restricted Payment with respect to its Equity Interest payable solely in Qualified Equity Interests or otherwise acquire or retire redeem any of its equity interests or any warrants, optionsEquity Interests in exchange for, or similar instruments out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity Interests; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (iii) repurchase, redemption or other acquisition for value by the Borrower of, Equity Interests of the Borrower held by officers, directors or employees or former officers, directors or employees of the Borrower and any Restricted Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $10,000,000 during any twelve consecutive months (with unused amounts in any period being carried over to acquire the same (each a “Restricted Payment”succeeding periods); provided, howeverfurther, that cancellation of Indebtedness owing to the foregoing shall not operate to prevent: Borrower or any Restricted Subsidiary from any current or former officer, director or employee (aor any permitted transferees thereof) of the making Borrower or any of dividends its Restricted Subsidiaries (or distributions by any direct or indirect Wholly-owned Subsidiary parent company thereof), in connection with a repurchase of Equity Interests of the Borrower from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any Borrower to its parent entityother provisions of the Indenture; (iv) repurchases of Equity Interests deemed to occur (a) upon the exercise of stock options, warrants, or similar rights if the Equity Interests represent all or a portion of the exercise price thereof or (b) each in connection with the satisfaction of any withholding Tax obligations incurred relating to the vesting or exercise of stock options, warrants, restricted stock units or similar rights; (v) any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Equity Interests of the Borrower (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of the Borrower or an employee stock ownership plan or to a trust established by the Borrower or any of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Borrower from its stockholders; provided that such net cash proceeds are not included in any determination of the Retained Excess Cash Flow Amount; (vi) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Borrower and each its Restricted Subsidiaries that complies with the provisions of Section 6.03; (vii) any Restricted Subsidiary may declare and or make dividend payments or other distributions payable solely in common or subordinated Ownership a Restricted Payment with respect to the Equity Interests of such Person and Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (and, in the case of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, to each owner of Equity Interests of such Restricted Subsidiary such that the Borrower may issue common Ownership Interests upon the conversion or Restricted Subsidiary receives at least its pro rata share of subordinated Ownership Interestssuch dividend or distribution); (cviii) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect in any fiscal year the greater of (x) $50,000,000 and (y) 10.0% of Consolidated EBITDA for the then most recently ended Test Period less any Investments made under this clause pursuant to such fiscal quarter, so long as the Borrowers shall be in compliance (Section 6.11(t); provided that after giving effect thereto on a pro forma effect to the making of such Restricted Paymentbasis (i) with the covenants contained Section 6.20(a), and the Borrowers no Default shall have delivered an executed compliance certificate in occurred and be continuing and (ii) the form of Exhibit E evidencing such compliance with Section 6.20(a); andConsolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00; (gix) Restricted Payments up to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 100,000,000 less any Investments made under this clause pursuant to Section 6.11(t); (x) Restricted Payments so long as after giving effect thereto on a pro forma basis, (i)(x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is equal to or less than 2.00 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is equal to or less than 3.50 to 1.00 and (ii) no Default shall have occurred and be continuing; (xi) the Borrower and its Restricted Subsidiaries may make Restricted Payments to any member of the IAC Group that is a direct or indirect parent of the Borrower: (A) the proceeds of which will be used to pay the consolidated, combined or similar income tax liability of such parent’s income tax group that is attributable to the income of the Borrower or its subsidiaries; provided that (x) no such payments with respect to any taxable year shall exceed the amount of such income tax liability that would have been imposed on the Borrower and/or the applicable Subsidiaries had such entity(ies) filed on a stand-alone basis and (y) any such payments attributable to an Unrestricted Subsidiary shall be limited to the amount of any cash paid by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for such purpose; (B) the proceeds of which shall be used to pay such equity holder’s operating costs and expenses, other overhead costs and expenses and fees, in each case, which are directly attributable to the ownership or operations of the Borrower and its subsidiaries; or (C) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any fiscal yeardirect or indirect parent of the Borrower to the extent such salaries, bonuses, other benefits and indemnities are directly attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (xii) any Junior Debt Restricted Payments; provided that, at the time of, and after giving effect thereto on a pro forma basis (x) no Default shall have occurred and be continuing and (y) the Borrower shall be in compliance with Section 6.10 as of the end of the most recently ended Test Period; (xiii) Restricted Payments in connection with the Match Transactions; and (xiv) prior to the Term B-1 Loan Repayment Date, Restricted Payments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.05(xiv) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto on a pro forma basis (i) no Default shall have occurred and be continuing and (ii) the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00.

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, except that, so long as no Default shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect have occurred and be continuing at the time of any class action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Subsidiary may make Restricted Payments to the making Borrower and to wholly owned Subsidiaries (and, in the case of dividends a Restricted Payment by a non-wholly owned Subsidiary, to the Borrower and any Subsidiary and to each other owner of capital stock or distributions by any direct or indirect Wholly-owned other Equity Interests of such Subsidiary of any Borrower to its parent entityon a pro rata basis based on their relative ownership interests); (b) each Subsidiary of the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire shares of its Ownership common stock or other common Equity Interests with the proceeds received from the substantially concurrent issue of new shares of its common stock or subordinated Ownership other common Equity Interests; (d) the MLP Borrower may make Restricted Payments so long as (i) the Material Debt Documents then outstanding, if any, would permit such Restricted Payment, (ii) after giving effect to such Restricted Payments (and any other transaction (including any incurrence, assumption or repayment of any Indebtedness) in connection therewith), the Borrower and its Subsidiaries shall have at least $50,000,000 of available Liquidity and (iii) if, after giving effect thereto, either (A) the Consolidated Senior Secured Leverage Ratio calculated on a Pro Forma Basis for the applicable Reference Period would be less than 2.25:1.00 or (B) the aggregate amount of such Restricted Payments made pursuant to this subclause (iii)(B) would be less than the sum of (1) $100,000,000 in the aggregate since the Closing Date Distributionplus (2) up to 100% of the Net Cash Proceeds from the sale or issuance by the Borrower of any of its Equity Interests since the Closing Date plus (3) 50% of the Consolidated Net Income since September 30, 2016; (e) the MLP Borrower and its Subsidiaries may make Restricted Payments on or promptly after the Over-Allotment Distribution on Closing Date in connection with the Effective Date and/or from time to time within thirty (30) days thereafterTransactions; (f) so long as no Default or Event of Default has occurred the Borrower and is continuing or would result therefrom and no violation of any Legal Requirement its Subsidiaries may incur Indebtedness pursuant to Section 7.02(c) (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(arefinancings thereof); and (g) Restricted Payments to officersdividends on the common stock or common Equity Interests of the Borrower, directors and employees pursuant to employment or benefit plans any share repurchases of the common stock or agreements common equity interests of the Borrower, in an aggregate amount not to exceed $500,000 20,000,000 in any fiscal year.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) (i) each Loan Party may make Restricted Payments to any other Loan Party, (ii) each Restricted Subsidiary that is not a Loan Party may make Restricted Payments to the making Borrower or any Restricted Subsidiary and (iii) so long as no Default exists or would be caused thereby, each Restricted Subsidiary may make Restricted Payments to any Person other than a Relevant Party that owns a direct Equity Interest in such Restricted Subsidiary, so long as no Person other than a Restricted Subsidiary receives more than its ratable share of dividends or distributions by any direct or indirect Wholly-owned Subsidiary such Restricted Payments, determined according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Restricted Payments are being made; (b) each the Borrower and each Restricted Subsidiary may declare and make dividend payments dividends or other distributions payable solely in common or subordinated Ownership Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Ownership common Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Equity Interests; (d) so long as no Event of Default has occurred and is continuing or would immediately result therefrom, any repurchase, redemption or payment on account of any Equity Interests of Borrower held by any current or former officers, directors or employees (or employees of Affiliates) (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment; provided that the MLP aggregate cash consideration paid for all such repurchases, redemptions and payments shall not exceed, in any fiscal year, $1,500,000; provided, further, that fifty-percent (50%) any such repurchases, redemptions or payments permitted to be made (but not made) pursuant hereto in a given fiscal year may be carried forward and made in the immediately succeeding fiscal year or carried back and made in the immediately preceding fiscal year; provided further that during an Event of Default any payments described in this clause may accrue and shall be permitted to be paid upon such Event of Default no longer existing so long as no other Event of Default is continuing at such time; (i) to the extent the underwriters in the Borrower’s initial public offering exercise their so-called “greenshoe” option as contemplated in the Registration Statement, the Borrower may make distributions in an aggregate amount up to the proceeds received therefrom, (ii) to the extent the underwriters in the Borrower’s initial public offering do not exercise their so-called “greenshoe” option as contemplated in the Registration Statement, PBF LLC may purchase any such unpurchased common Equity Interests for no consideration and (iii) the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterDividend; (f) so long as no Default or Event of Default has occurred exists or would be caused thereby, and only to the extent permitted by its Partnership Agreement, the Borrower may make distributions to the holders of its Equity Interests up to the amount of Available Cash; (g) so long as no Event of Default is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make any other Restricted Payments with respect to any fiscal quarter may be made in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in the aggregate per annum; and (h) any fiscal yearother Restricted Payments to the extent funded with Net Equity Proceeds from a substantially concurrent issuance or sale of Equity Interests by the Borrower (or any contribution with respect to the Equity Interests of the Borrower).

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly or indirectly purchaseto do so, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) the making Borrower may (i) make Restricted Payments in the form of dividends Equity Interests (other than Disqualified Equity Interests) of the Borrower and (ii) redeem in whole or distributions by in part any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entityEquity Interests for another class of Equity Interests (other than Disqualified Equity Interests) of the Borrower; (b) the Borrower may make repurchases or redemptions of its Equity Interests issued to directors, officers, or employees of the Borrower or any Subsidiary in an amount not exceeding $750,000 in the aggregate for any Fiscal Year (with no carryover of unused amounts to subsequent Fiscal Years); provided no Event of Default shall have occurred and be continuing or would result therefrom; (c) each Borrower Loan Party and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership the Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership InterestsPerson; (d) a Restricted Subsidiary may pay dividends (or, in the MLP may make case of any partnership or limited liability company, any similar distribution) to the Closing Date Distributionholders of its Equity Interests on a pro rata basis; (e) the MLP Borrower may make repurchase, redeem or retire its Equity Interests in an aggregate amount [***] following the Over-Allotment Distribution on Closing Date and thereafter with the Effective Date and/or from time to time within thirty prior written consent of the Required Lenders; provided that (30i) days thereafter; (f) so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation (ii) the Loan Parties shall be in pro forma compliance with the financial covenants in Section 7.01 for the relevant period ended immediately prior to the proposed date of any Legal Requirement such Restricted Payment after giving effect to such Restricted Payment; and (including Section 17-607 of f) the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower and its Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors stock option plans for management and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearof the Borrower and its Subsidiaries.

Restricted Payments. No Borrower shall, nor Lessee shall it not and shall not permit any of its Subsidiaries to, directly or indirectly (i) declare or pay any dividends on dividend or make any distribution on account of Lessee's or any Subsidiary's Equity Interests (other than (x) dividends or distributions payable in respect Equity Interests (other than Disqualified Interests) of Lessee, (y) dividends or distributions payable to Lessee or a Wholly-Owned Subsidiary of Lessee that is a Guarantor or (z) distributions or dividends payable pro rata to all holders of Capital Interests of any class or series of its equity interests, or such Subsidiary); (ii) directly or indirectly purchase, redeem, call or otherwise acquire or retire for value any Equity Interests of its equity interests Lessee or any warrantsSubsidiary or other Affiliate of Lessee (other than, optionssubject to compliance with Section 5.37, any such Equity Interests owned by a Wholly-Owned Subsidiary of Lessee that is a Guarantor); (iii) make any investment other than a Permitted Lessee Investment; or similar instruments (iv) prepay, purchase, redeem, retire, defease or refinance the 1998 Fixed Rate Senior Notes (all payments and other actions set forth in clauses (i) through (iv) above being collectively referred to acquire as "Restricted Payments"), except to the same (each a “extent that, at the time of such Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) no Lease Default or Lease Event of Default shall have occurred and be continuing or would occur as a consequence thereof and each of the making representations and warranties of dividends or distributions by any direct or indirect Wholly-owned Subsidiary Lessee set forth herein is true on and as of any Borrower to its parent entity;the date of such Restricted Payment both before and after giving effect thereto; and (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests the Fixed Charge Coverage Ratio of Lessee for Lessee's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such Restricted Payment is made, calculated on a pro forma basis as if such Restricted Payment had been made at the beginning of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests;four-quarter period, would have been more than 2.25 to 1; and (c) each Borrower such Restricted Payment (the amount of any such payment, if other than cash, to be determined by the Board of Directors, whose determination shall be conclusive and each Subsidiary may purchaseevidenced by a resolution in an officer's certificate signed by a Responsible Officer and delivered to Agent), redeem or otherwise acquire its Ownership Interests together with the proceeds received from aggregate of all other Restricted Payments (other than any Restricted Payments permitted by the substantially concurrent issue provisions of new common or subordinated Ownership Interests;clause (ii) of the penultimate paragraph of this Section 5.28) made by Lessee and its Subsidiaries in the fiscal quarter during which such Restricted Payment is made shall not exceed an amount equal to (x) Available Cash of Lessee for the immediately preceding fiscal quarter plus (y) the lesser of (i) the amount of any Available Cash of Lessee during the first 45 days of such fiscal quarter and (ii) the excess of the aggregate amount of Credit Agreement Loans that Lessee could have borrowed over the actual amount of Credit Agreement Loans outstanding, in each case as of the last day of the immediately preceding fiscal quarter; and (d) such Restricted Payment (other than (x) Restricted Payments described in clause (i) of the MLP may make first paragraph of this Section 5.28 made during the Closing Date Distribution; fiscal quarter ending January 31, 1997 that do not exceed $26,000,000 in the aggregate or (ey) any Restricted Payments described in clauses (iii) or (iv) of the first paragraph of this Section 5.28) the MLP may make amount of which, if made other than with cash, to be determined in accordance with clause (c) of this Section 5.28 shall not exceed an amount equal to (1) Consolidated Cash Flow of Lessee and its Subsidiaries for the Over-Allotment Distribution on period from and after October 31, 1996 through and including the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 last day of the Delaware Revised Uniform Limited Partnership Actfiscal quarter ending immediately preceding the date of the proposed Restricted Payment (the "Determination Period"), minus (2) would result therefromthe sum of Consolidated Interest Expense of Lessee and its Subsidiaries for the Determination Period plus all capital expenditures (other than Growth-Related Capital Expenditures and net of capital asset sales in the ordinary course of business) made by Lessee and its Subsidiaries during the Determination Period plus the aggregate of all other Restricted Payments (other than (x) Restricted Payments described in clause (i) of the first paragraph of this Section 5.28 made during the fiscal quarter ending January 31, 1997 that do not exceed $26,000,000 in the aggregate or (y) any Restricted Payments described in clauses (iii) or (iv) of the first paragraph of this Section 5.28) made by Lessee and its Subsidiaries during the period from and after October 31, 1996 through and including the date of the proposed Restricted Payment, plus (3) $30,000,000, plus (4) the excess, if any, of consolidated working capital of Lessee and its Subsidiaries at July 31, 1996 over consolidated working capital of Lessee and its Subsidiaries at the end of the fiscal year immediately preceding the date of the proposed Restricted Payment, minus (5) the excess, if any, of consolidated working capital of Lessee and its Subsidiaries at the end of the fiscal year immediately preceding the date of the proposed Restricted Payment over consolidated working capital of Lessee and its Subsidiaries at July 31, 1996. For purposes of this subsection 5.28(d), the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available calculation of Consolidated Cash with respect to such fiscal quarter, so long as the Borrowers Flow shall be in compliance (after giving give pro forma effect to Acquisitions (including all mergers and consolidations), Asset Sales and other dispositions and discontinuances of business or assets that have been made by such Person or any of its Subsidiaries during the reference period or subsequent to such reference period and on or prior to the date of calculation of Consolidated Cash Flow assuming that all such Acquisitions, Asset Sales and other dispositions and discontinuances of businesses or assets had occurred on the first day of the reference period. The foregoing provisions will not prohibit (i) the payment of any distribution within 60 days after the date on which Lessee becomes committed to make such distribution, if at said date of commitment such payment would have complied with the provisions of this Agreement; and (ii) the redemption, repurchase, retirement or other acquisition of any Equity Interests of Lessee in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary of Lessee) of other Equity Interests of Lessee (other than any Disqualified Interests). Not later than the date of making of any Restricted Payment, the General Partner shall deliver to Agent an officer's certificate signed by a Responsible Officer stating that such Restricted Payment) with Payment is permitted and setting forth the covenants contained basis upon which the calculations required by this Section 6.20(a)5.28 were computed, and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearwhich calculations may be based upon Lessee's latest available financial statements.

Restricted Payments. No Borrower shallDeclare or make, nor shall it or permit any of its Subsidiaries to, Subsidiary (iother than any Subsidiary Outside Company) to declare or pay make, any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or (ii) directly or indirectly purchase, redeemincur, or otherwise acquire permit any Subsidiary (other than any Subsidiary Outside Company) to incur, any obligation (contingent or retire any of its equity interests or any warrantsotherwise) to do so, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) each Subsidiary may declare and make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the making type of dividends or distributions by any direct or indirect Wholly-owned Subsidiary Equity Interest in respect of any Borrower to its parent entitywhich such Restricted Payment is being made; (b) the Borrower may make distributions to the Trust to permit the Trust to satisfy expenses of the Trust that relate to the Borrower and its Subsidiaries; (c) to the extent the Borrower remains a pass-through entity, the Borrower may make distributions to the Trust to permit the Trust to pay federal and state income taxes then due and owing by the Trust that are attributable to the Trust’s ownership of Equity Interests in the Borrower and the operations of the Borrower and its Subsidiaries, so long as the amount of such distributions for the payment of taxes shall not be greater than the amount such taxes would have been had the Borrower not filed consolidated income tax returns with the Trust; (d) the Borrower and the Portfolio Companies may pay Management Fees to the Manager, and reimburse the Manager for its reasonable expenses incurred in connection with its management of the Borrower, pursuant to and in accordance with the terms of the Management Fee Agreement and the other Management Fee Documents, each as in effect on the date hereof (provided, that (i) any amounts paid by the Borrower under the Management Fee Agreement shall be net of amounts paid by the Portfolio Companies to the Manager or its Affiliates pursuant to the Management Fee Documents to which the Portfolio Companies are party and (ii) the making and receipt of payments under the Management Fee Documents shall be subject to the provisions of the Management Fee Subordination Agreement); (e) Subsidiaries may pay Integration Services Fees, in each case to the extent that (i) such fees are reasonable and customary based on the applicable acquisition or sale and (ii) such fees have been approved by the board of directors (or equivalent governing body) of the applicable Portfolio Company or Outside Company and by the compensation committee of the Borrower; (f) the Borrower may make Allocation Member Distributions; (g) the Borrower may make Restricted Payments if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (i) no Event of Default exists or would result therefrom (and, assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of the then most recently ended twelve-month period of the Borrower for which a Compliance Certificate has been delivered hereunder, the Borrower would be in compliance with Section 7.11(a) on a Pro Forma Basis), and (ii) either (A) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000, or (B) the Consolidated Fixed Charge Coverage Ratio for the twelve-month period for which financial statements have been most recently delivered in accordance with this Agreement, calculated on a Pro Forma Basis giving effect to any such Restricted Payment by the Borrower and all other such Restricted Payments by the Borrower during such period as charges in the denominator of the Consolidated Fixed Charge Coverage Ratio, is greater than 1.00 to 1.00; (h) each Portfolio Company may purchase or redeem shares of its preferred stock from any one or more shareholders: (i) with Intercompany Debt permitted hereunder if, after giving effect thereto and the incurrence of any Indebtedness in connection therewith, (A) no Event of Default exists or would result therefrom, (B) the Consolidated Total Leverage Ratio as of the last day of the most recently ended twelve-month period for which financial statements have been delivered hereunder (calculated on a Pro Forma Basis assuming any such incurrence of Indebtedness in connection therewith had occurred on the first day of such period) is less than 2.00 to 1.00, and (C) the sum of (x) all cash and Cash Equivalents of the Borrower on deposit in an account that is with the Administrative Agent or is subject to a Qualifying Control Agreement plus (y) Unused Borrowing Availability is not less than $25,000,000; (ii) [reserved]; and (iii) with proceeds (net of reasonable direct costs incurred in connection therewith, including legal, accounting and investment banking fees, professional fees and expenses, and taxes paid or reasonably estimated by the Borrower to be payable as a result thereof (after taking into account any available tax credits or deductions and any tax sharing arrangements)) of a sale or issuance by the Trust of common Equity Interests in the Trust, which proceeds are contributed by the Trust to the Borrower and further contributed by the Borrower to such Portfolio Company and actually used by such Portfolio Company to purchase or redeem shares of its preferred stock substantially concurrently with such sale or issuance and contributions; (i) each Portfolio Company may purchase or redeem shares of its common and/or preferred Equity Interests from any one or more minority shareholders in unlimited amounts, provided that no such purchase or redemption shall be made by a Portfolio Company unless (A) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such proposed purchase or redemption, (B) no Event of Default exists or would result therefrom and (C) after giving effect to such to such proposed purchase or redemption and the incurrence of any Indebtedness in connection therewith, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; (j) to the extent due and payable and permitted under the applicable subordination provisions thereof, the Portfolio Companies may make regularly scheduled payments in respect of Permitted Earn Out Obligations, provided that (i) the amount of revolver borrowing availability under the Intercompany Debt Documents between the Borrower and the applicable Portfolio Company after giving effect to such payment shall be not less than the product of the Portfolio Company EBITDA of such Portfolio Company for the twelve month period ending on the last day of the month for which a Compliance Certificate has most recently been delivered to the Administrative Agent in accordance with this Agreement times 0.25, (ii) such Portfolio Company is in compliance with the financial covenants under its Intercompany Debt Documents on a pro forma basis after giving effect to such payment, (iii) no Event of Default exists or would result therefrom and (iv) after giving effect to such to such payment, the Borrower shall be in compliance on a Pro Forma Basis with the covenants set forth in Section 7.11 recomputed for the twelve-month period ending on the last day of the most recently ended month for which a Compliance Certificate has been delivered to the Administrative Agent in accordance with the provisions of this Agreement; and (k) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearPerson.

Restricted Payments. No The Borrower shallwill not, nor shall it and will not permit any of its Subsidiaries Subsidiary to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) agree to pay or make, directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, howeverexcept that, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing exists or would result therefrom therefrom: (a) the Borrower may declare and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments pay dividends with respect to any fiscal quarter its Equity Interests payable solely in an aggregate amount not additional units or shares of its Equity Interests (other than Disqualified Capital Stock); (b) Subsidiaries of the Borrower may declare and pay dividends to exceed Available Cash Loan Parties ratably with respect to such fiscal quarter, so long as the Borrowers shall be in compliance ownership of their Equity Interests; (after giving pro forma effect c) the Borrower may make a distribution to Parent on any Tax Distribution Date equal to the making of such Restricted PaymentTax Distribution Amount; (d) with the covenants contained Section 6.20(a), Vista Sand and the Borrowers Borrower may consummate the Proppants To Go Distribution on the Effective Date; provided that, prior to the effectiveness of the Proppants To Go Distribution, the Borrower shall have delivered an executed compliance to the Administrative Agent a certificate of a Responsible Officer certifying that Proppants To Go owns no Property other than a U.S. Department of Transportation license number described in such certificate and the form of Exhibit E evidencing such compliance with Section 6.20(a); andright to use the name “Proppants To Go”; (ge) Restricted Payments the Borrower may make distributions on the Effective Date necessary to officers, directors and employees pursuant to employment or benefit plans or agreements consummate the Specified Equity Transactions in an aggregate amount not to exceed $500,000 85,000,000; and (f) the Borrower may make distributions to Parent in order to enable Parent to pay management fees not to exceed $3,000,000 in the aggregate during any fiscal yearcalendar year to (i) GBH Properties LLC, a Texas limited liability company on account of services provided to and on behalf of the Borrower and its Subsidiaries pursuant to that certain Management Services Agreement, dated as of May 1, 2017, among GBH Properties LLC, Parent and Xxxx X. Xxxxxxxxx and (ii) M&J Partnership, Ltd., a Texas limited partnership on account of services provided to and on behalf of the Borrower and its Subsidiaries pursuant to that certain Management Services Agreement, dated as of May 1, 2017, among M&J Partnership, Ltd., Parent and Xxxxxx X. Xxxxxxxxx.

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or The Borrowers will not make any other distributions in respect of Restricted Payment at any class or series of its equity intereststime, or (ii) directly or indirectly purchaseprovided that, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as at the time thereof, and after giving effect thereto, no Default or Event of Default has shall have occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrombe continuing, the MLP Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) the Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal quarter period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in an aggregate amount not to exceed Available Cash with respect to of such fiscal quarterperiod), so long as the Borrowers shall be in compliance (after giving pro forma effect at least fifteen days prior to the making of any such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate to each Lender (i) notification of the amount and proposed payment date of such Restricted Payment and (ii) a statement of a Senior Officer (and, in the form event such period is a full fiscal year, the Borrower’s independent certified public accountants) setting forth a detailed calculation of Exhibit E evidencing the Tax Payment Amount for such compliance with period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to this Section 6.20(a)8.09(a) in respect of such period; (b) the Borrowers may make payments in cash in respect of Management Fees to the extent permitted under Section 8.11 hereof; (c) the Borrowers may make payments in cash in respect of the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies; and (gd) Restricted Payments the Borrowers may make payments in cash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (such payment and issuance being collectively called “Permitted Transactions”), so long as (i) in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to officersthe last date upon which the Borrowers shall have utilized their cure rights under Section 9.02 hereof, directors without the occurrence of any Event of Default (and, for purposes hereof, unless the Borrowers indicate otherwise at the time of any such payment, such payment or distribution shall be deemed to be made first from Cure Monies and employees second from Supplemental Capital); (ii) after giving effect to any Permitted Transaction during any fiscal quarter (the “current fiscal quarter”) and to the making of any Capital Expenditures pursuant to employment or benefit plans or agreements Section 8.12(b) hereof during the current fiscal quarter, the Borrowers would (as at the last day of the most recent fiscal quarter immediately prior to the current fiscal quarter) have been in an aggregate amount not compliance on a pro forma basis with Section 8.10 hereof, the determination of such compliance to exceed $500,000 in any fiscal year.be determined as if

Restricted Payments. No Borrower shall, nor shall it permit Make any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) each Restricted Subsidiary may make Restricted Payments to the making Borrower and to any other Restricted Subsidiaries (and, in the case of dividends a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower or distributions any such other Restricted Subsidiaries and to each other owner of Equity Interests of such Restricted Subsidiary ratably according to their relative ownership interests of the relevant class of Equity Interests or as otherwise required by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entitythe applicable Organization Documents); (b) each the Borrower and each Subsidiary of the Restricted Subsidiaries may (i) declare and make dividend payments or Restricted Payments payable in the form of Equity Interests (other distributions payable solely in common or subordinated Ownership than Disqualified Equity Interests not otherwise permitted to be incurred under Section 7.03) of such Person and any Borrower may (ii) issue common Ownership Equity Interests upon the conversion conversation of subordinated Ownership Interestsany Convertible Stock; (c) each Borrower and each Subsidiary may purchase, redeem Restricted Payments made in connection with any working capital or otherwise acquire its Ownership Interests other purchase price adjustment in connection with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestsany Acquisition Transaction permitted hereunder; (d) to the MLP extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may make enter into and consummate transactions expressly permitted by any provision of Section 7.02 (other than Section 7.02(o)), Section 7.04 (other than a merger or consolidation involving the Closing Date DistributionBorrower) or Section 7.07 (other than Section 7.07(a) or (j)); (e) Restricted Payments that occur upon or in connection with the MLP may make exercise of stock options or warrants or similar rights if such Restricted Payments represent a portion of the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterexercise price of such options or warrants or similar rights or tax withholding obligations with respect thereto; (f) so long [reserved]; (g) the Borrower may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any Management Stockholder, (i) pursuant to any employee or director equity plan, employee or director stock option or profits interest plan or any other employee or director benefit plan or any agreement (including any separation, stock subscription, shareholder or partnership agreement) with any employee, director, consultant or distributor of the Borrower or any of its Subsidiaries or (ii) for any other reason; provided, the aggregate Restricted Payments made pursuant to this Section 7.06(g)(ii) after the Closing Date together with the aggregate amount of loans and advances to the Borrower made pursuant to Section 7.02(j) in lieu of Restricted Payments permitted by this clause (g)(ii) shall not exceed: (i) the greater of (A) $30,000,000 and (B) 15% of TTM Consolidated Adjusted EBITDA as of the applicable date of measurement in any calendar year, with unused amounts in any calendar year being carried over to the next succeeding calendar year, provided that if such amount if carried over, it will be deemed used after exhaustion of the proceeding cap for such calendar year and may not be carried over to any subsequent year; plus (ii) the amount of any cash bonuses or other compensation otherwise payable to any future, present or former Company Person that are foregone in return for the receipt of Equity Interests of the Borrower or any Restricted Subsidiary; plus (iii) payments made in respect of withholding or other similar taxes payable upon repurchase, retirement or other acquisition or retirement of Equity Interests of the Borrower or its Subsidiaries or otherwise pursuant to any employee or director equity plan, employee or director stock option or profits interest plan or any other employee or director benefit plan or any agreement; (h) the Borrower may purchase Permitted Bond Hedge Transactions, enter into any related Permitted Warrant Transactions in connection with the issuance of Convertible Indebtedness permitted hereunder and make any payments and/or issue common stock in connection with the settlement or early termination of any such Permitted Bond Hedge Transactions or Permitted Warrant Transactions in accordance with its terms, provided that if such settlement or early termination is elected in the discretion of the Borrower, immediately before and after giving effect to any of the foregoing, the Borrower shall be in compliance with Section 8.01: (i) Restricted Payments (i) made in connection with the payment cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Acquisition or other transaction permitted by the Loan Documents or (ii) to honor or in connection with any conversion request by a holder of Convertible Indebtedness and to make cash payments in lieu of fractional shares in connection therewith; (j) [reserved]; (k) repurchases of Equity Interests (i) deemed to occur on the exercise of options by the delivery of Equity Interests in satisfaction of the exercise price of such options or (ii) in consideration of withholding or similar Taxes payable by any future, present or former employee, director or officer (or any spouses, former spouses, successors, executors, administrators, heirs, 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; (l) payments or distributions to satisfy dissenters rights (including in connection with or as a result of the exercise of appraisal rights and the settlement of any claims or actions, whether actual, contingent or potential) pursuant to or in connection with a merger, amalgamation, consolidation, transfer of assets or other transaction permitted by the Loan Documents; (m) payments or distributions of a Restricted Payment within 60 days after the date of declaration thereof if at the date of declaration such Restricted Payment would have been permitted hereunder; (n) [reserved]; (o) the Borrower may (i) redeem, repurchase, retire or otherwise acquire in whole or in part any Equity Interests of the Borrower or any Restricted Subsidiary (“Treasury Equity Interests”), in exchange for, or with the proceeds (to the extent contributed to the Borrower substantially concurrently) of the sale or issuance (other than to the Borrower or any Restricted Subsidiary) of, other Equity Interests or rights to acquire its Equity Interests (“Refunding Equity Interests”) and (ii) declare and pay dividends on any Treasury Equity Interests out of any such proceeds; (p) (i) Restricted Payments in an amount that does not exceed the amount of all Permitted Equity Issuances during the period from and including the Business Day immediately following the Closing Date through and including the applicable date of measurement to the extent Not Otherwise Applied, and (ii) redemptions in whole or in part of any of its Equity Interests for another class of its Equity Interests (other than Disqualified Equity Interests, except to the extent issued by the Borrower to a Restricted Subsidiary) or with proceeds from substantially concurrent equity contributions or issuances of new Equity Interests (other than Disqualified Equity Interests, except to the extent issued by the Borrower to a Restricted Subsidiary); (q) Restricted Payments constituting or otherwise made in connection with or relating to any Permitted Reorganization; provided that if immediately after giving Pro Forma Effect to any such Permitted Reorganization and the transactions to be consummated in connection therewith, any distributed asset ceases to be owned by the Borrower or another Restricted Subsidiary (or any entity ceases to be a Restricted Subsidiary), the applicable portion of such Restricted Payment must be otherwise permitted under another provision of this Section 7.06 (and constitute utilization of such other Restricted Payment exception or capacity); (r) Restricted Payments; provided that the Secured Net Leverage Ratio (after giving Pro Forma Effect to such Restricted Payment) for the Test Period immediately preceding the making of such Restricted Payment shall be less than or equal 1.00 to 1.00; provided that no Specified Event of Default has occurred or is continuing or would result therefrom; (s) the Borrower may make Restricted Payments in an aggregate amount not to exceed the greater of (A) $40,000,000 and (B) 20% of TTM Consolidated Adjusted EBITDA as of the applicable date of determination; provided no Event of Default has occurred and is continuing or would result therefrom and no violation therefrom. The amount of any Legal Requirement Restricted Payment at any time shall be the amount of cash and the fair market value of other property subject to the Restricted Payment at the time such Restricted Payment is made. For purposes of determining compliance with this Section 7.06, in the event that any Restricted Payment (including Section 17-607 or any portion thereof) meets the criteria of more than one of the Delaware Revised Uniform Limited Partnership Act) would result therefromcategories set forth above, the MLP may Borrower may, in its sole discretion, at the time such Restricted Payment is made, divide, classify or reclassify, or at any later time divide, classify, or reclassify (as if incurred at such time), such Restricted Payment (or any portion thereof) in any manner that complies with this covenant on the date such Restricted Payment is made or such later time, as applicable. Notwithstanding the foregoing, in no event shall any Loan Party or any Restricted Subsidiary be permitted to make a Restricted Payments with respect Payment of any Material Intellectual Property to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearUnrestricted Subsidiary.

Restricted Payments. No Declare or make, directly or indirectly, any Restricted Payment or Restricted Purchase, or incur any obligation (contingent or otherwise) to do so, except that: (a) the Borrower shallmay, nor shall it permit during any of its Subsidiaries totaxable year, (i) declare or pay any dividends on make Restricted Payments if the Borrower’s Consolidated Leverage Ratio, as of the end of the preceding taxable year, is less than or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments equal to acquire the same (each a “Restricted Payment”)0.60 to 1.00; provided, however, that if the foregoing shall not operate Borrower’s Consolidated Leverage Ratio is greater than 0.60 to prevent: (a) 1.00 as of the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary end of any taxable year, the Borrower may, during the next taxable year, only declare or make Restricted Payments in an amount not to its parent entityexceed the minimum amount required to maintain REIT status; (b) each the Consolidated Entities may make Restricted Payments to the Borrower and each Subsidiary may declare and make dividend payments or to any other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsConsolidated Entities; (c) each the Borrower and each Subsidiary the Consolidated Entities may purchase, redeem make cash distributions to their respective shareholders or otherwise acquire its Ownership Interests with other owners for capital gains resulting from certain assets sales to the proceeds received from extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the substantially concurrent issue of new common or subordinated Ownership InterestsCode; (d) any Consolidated Entity (other than the MLP 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 Closing Date Distribution; Organization Documents of such Person (e) other than distributions to the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 equity holders of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter Borrower in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long their capacity as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(asuch); and (ge) so long as there does not exist at such time and would not be caused thereby, (i) an Event of Default under this Agreement, 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 knew or should have known of such Event of Default, the Borrower may make Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearPurchases.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) the making of dividends or distributions by any direct or indirect Wholly-owned each Restricted Subsidiary of a Loan Party may make Restricted Payments to any Borrower to its parent entityLoan Party; (b) each Borrower Restricted Subsidiary of a Loan Party which is not a Loan Party may make Restricted Payments to another Restricted Subsidiary that is not a Loan Party; (c) Loan Parties and their Restricted Subsidiaries may make Restricted Payments permitted by Sections 7.02 or 7.04; (d) the Xxxxx Group may, and may make a Restricted Payment to, repurchase Equity Interests of the Parent or Xxxxx Investor held by a current or former employee, officer or director of any of the Xxxxx Group upon the termination, retirement or death of any such employee, officer or director, provided that, as to any such repurchase, each of the following conditions is satisfied: (i) as of the date of the payment for such repurchase and after giving effect thereto, no Dominion Trigger Event shall exist or have occurred and be continuing, (ii) such repurchase shall be paid with funds legally available therefor, and (iii) the aggregate amount of all payments for such repurchases in any Fiscal Year shall not exceed $15,000,000 plus amounts of such repurchases permitted to have been made in prior Fiscal Years but not made, up to a maximum carry forward amount in any Fiscal Year of $10,000,000; plus the Net Proceeds received by the Parent or any of its Subsidiaries from the sale of Equity Interests (other than Disqualified Stock) of the Parent or any direct or indirect parent of the Parent (to the extent contributed to the Parent) to members of management, directors or consultants of the Parent or any of its Subsidiaries, or any direct or indirect parent of the Parent that occurs after the Second Restatement Effective Date other than proceeds of a Cure Amount; plus the Net Proceeds of key man life insurance policies received by the Parent or any other direct or indirect parent of the Parent (in each case, to the extent contributed to the Parent) and their Subsidiaries after the Second Restatement Effective Date; less the amount of any Restricted Payments previously made with the cash proceeds described in clauses (i) and (ii) of this Section 7.06(d); (provided that cancellation of Indebtedness owing to the Parent or any Restricted Subsidiary from members of management, directors, employees or consultants of the Parent, or any direct or indirect parent company or Restricted Subsidiaries in connection with a repurchase of Equity Interests pursuant to this clause (d) of the Parent or any direct or indirect parent company will not be deemed to constitute a Restricted Payment); (e) if the Payment Conditions are satisfied, the Xxxxx Group may make Restricted Payments to the equity holders of the Parent; (f) the Parent and its Subsidiaries may declare and make dividend payments or other distributions Restricted Payments payable (i) solely in common or subordinated Ownership Equity Interests (other than Disqualified Stock not otherwise permitted by Section 7.03) of such Person and Person, or (ii) with the proceeds of a substantially concurrent contribution to, or the issuance or other sale of, Equity Interests (other than Disqualified Stock) of the Parent or any Borrower may issue common Ownership Interests upon direct or indirect parent thereof (to the conversion of subordinated Ownership Interestsextent contributed to a Borrower); (cg) each Borrower the Parent and each its Restricted Subsidiaries may make repurchases of Equity Interests in the Parent or in any other direct or indirect parent thereof or any Restricted Subsidiary may purchase, redeem of the Parent deemed to occur upon exercise of stock options or otherwise acquire its Ownership warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (h) Restricted Payments made with the proceeds received from the of substantially concurrent issue of new common or subordinated Ownership InterestsExcluded Contributions; (di) the MLP may make distribution, as a dividend or otherwise, of shares of Equity Interests of, or Indebtedness owed to the Closing Date DistributionParent or a Restricted Subsidiary of the Parent by, Unrestricted Subsidiaries or Excluded Property; (ej) the MLP Parent and its Restricted Subsidiaries may make pay customary and reasonable out of pocket fees, commissions, expenses and other amounts, in each case, to the Over-Allotment Distribution on extent payable by the Effective Date and/or from time to time within thirty (30) days thereafterParent under the Parent Stockholders’ Agreement as in effect as of January 20, 2017; (fk) Restricted Payments in the aggregate amount in any four consecutive Fiscal Quarter period not to exceed $50,000,000; provided, that, to the extent Consolidated EBITDA at the end of any Measurement Period equals or exceeds $700,000,000, such amount shall increase to $100,000,000 for so long as no Default Consolidated EBITDA continues to equal or Event of Default has occurred and is continuing or would result therefrom and no violation exceed $700,000,000 at the end of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)subsequent Measurement Period; and (gl) Restricted Payments to officerswithin 60 days after the date of the declaration or agreement in respect thereof, directors and employees if, at the time of such declaration or agreement, such Restricted Payment would have been permissible pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearof clauses (a) through (k) above.

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on Declare or make any other distributions in respect Restricted Payment, except that, so long as no Default shall have occurred and be continuing at the time of any class action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Subsidiary may make Restricted Payments to the making Parent, the Subsidiary Guarantors and, ratably according to their respective holdings of dividends the type of Equity Interest in respect of which such Restricted Payment is being made, to any other Person that owns an Equity Interest in such Subsidiary; and the Parent and any other Subsidiary may repurchase, redeem, retire or distributions acquire any Equity Interests held by the Parent or any direct or indirect Wholly-owned Subsidiary of its Subsidiaries in any Borrower to its parent entityother Subsidiary; (b) each Borrower the Parent and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each Borrower the Parent and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or subordinated Ownership other common Equity Interests; (d) the MLP Parent or any Subsidiary may make pay any dividend within 90 days after the Closing Date Distributiondate of declaration thereof, if on the date of declaration the payment would have complied with the provisions of this Section 7.06; (e) the MLP Parent may make redeem, repurchase or acquire, or pay any sums due with respect to, Equity Interests of the Over-Allotment Distribution on Parent held by officers, directors, employees or consultants or former officers, directors, employees or consultants (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the Effective aggregate cash consideration paid for all such redemptions shall not exceed $20,000,000 million during any calendar year (with unused amounts in any calendar year being usable, without duplication, in subsequent calendar years), provided that such amounts shall be increased by: (a) the cash proceeds from the sale of Equity Interests to officers, directors, employees or consultants of the Parent and its Subsidiaries that occurs after the Closing Date and/or from time (provided that such proceeds have not been included for the purpose of determining whether a previous Restricted Payment was permitted pursuant to time within thirty Section 7.06(h)) plus (30b) days thereafterthe cash proceeds of key man life insurance policies received by the Parent or any Subsidiaries after the Closing Date; (f) so long as no Default the Parent or Event any Subsidiary may make repurchases of Default has occurred and is continuing Equity Interests deemed to occur upon the exercise of stock options or would result therefrom and no violation of any Legal Requirement (including Section 17-607 warrants if the Equity Interests represent a portion of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a)exercise price thereof, and the Borrowers shall have delivered an executed compliance certificate in Parent or any Subsidiary may make repurchases of Equity Interests deemed to occur upon the form withholding of Exhibit E evidencing a portion of the Equity Interests granted or awarded such compliance with Section 6.20(a)employee upon such grant or award; (g) the Parent may purchase, redeem, acquire, cancel or retire, for a nominal value per right, any rights granted to all the holders of common stock of the Parent pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; and (gh) Restricted Payments the Parent or any Subsidiary may on any date (i) declare or pay dividends to officersits stockholders and (ii) purchase, directors redeem or otherwise acquire Equity Interests issued by it if, as of such date and employees pursuant to employment or benefit plans or agreements in an immediately after giving effect thereto, the aggregate amount not to exceed of such dividends, purchases, redemptions, retirements and acquisitions paid or made after the Closing Date would be less than the sum of $500,000 in any fiscal year500,000,000 plus the Marginal Restricted Payment Amount as of such date.

Restricted Payments. No Borrower shallDeclare or make, nor shall it directly or indirectly, any Restricted Payment, or permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire Restricted Subsidiary to do any of its equity interests or any warrantsthe foregoing, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) each Restricted Subsidiary may make Restricted Payments to the making holders of dividends or distributions by any direct or indirect Wholly-owned Subsidiary its Equity Interests, ratably according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Restricted Payment is being made; (b) each the Parent Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Parent Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it (i) with the proceeds received from the substantially concurrent issue of new shares of its common stock or subordinated Ownership Interestsother common Equity Interests or (ii) upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (d) to the MLP extent constituting a Restricted Payment, the Parent Borrower and its Restricted Subsidiaries may make the Closing Date Distributionenter into and consummate transactions otherwise expressly permitted under this Agreement; (e) the MLP Parent Borrower may declare and make the Over-Allotment Distribution on the Effective Date and/or from time dividend payments in accordance with its historical dividend policy in an aggregate amount not to time within thirty (30) days thereafterexceed $50,000,000 in any Fiscal Year; (f) so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Parent Borrower may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect $50,000,000 in any Fiscal Year; and (g) the Parent Borrower and any Restricted Subsidiary may make additional Restricted Payments not otherwise permitted pursuant to such fiscal quarterthis Section 9.12; provided that, so long as the Borrowers shall be in compliance (immediately before and immediately after giving pro forma effect to the making of any such Restricted PaymentPayment and any Debt incurred in connection therewith (i) with the covenants contained Section 6.20(a), and the Borrowers no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Consolidated Net Leverage Ratio is not greater than 3.50 to 1.00 as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with pursuant to Section 6.20(a7.1(a)(i) or (a)(ii); and (gprovided, however, that this Section 9.12(g) Restricted Payments shall not prohibit the payment of any such cash dividends to officersthe shareholders of the Parent Borrower within 60 days after the date of declaration thereof, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearif as of the date of declaration such payment would have been permitted under this Section 9.12(g).

Restricted Payments. No The Borrower shallshall not, nor and shall it not permit the Parent or any Subsidiary of its Subsidiaries the Borrower to, (i) declare directly or indirectly declare, make or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any the Borrower may declare and pay a Distribution to its parent entity;the Borrower, and (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as there exists no Default or Event of Default has occurred immediately before and is continuing after giving effect to any such transaction or would result therefrom and no violation of any Legal Requirement payment, (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Acti) would result therefromcommencing April 30, 2000, the MLP Borrower may make an annual Restricted Payments with respect to any fiscal quarter Payment in an aggregate amount not to exceed Available in any fiscal year, the difference between Excess Cash Flow for the preceding calendar year and the amount required by Section 2.05(a) hereof to repay the Obligations, provided that, no such Restricted Payment may be made in any fiscal year of the Borrower until the Borrower has fully complied with Section 2.05(a) hereof with respect to such fiscal quarter, year, (ii) the Borrower and the Parent may each make payments in kind on its Subordinated Debt (but only in kind payments and no cash payments), (iii) so long as there has not been a REIT Conversion, the Borrowers shall be in compliance (after giving pro forma effect Borrower may annually make not more than two cash distributions to the making of Parent, who must use such Restricted Payment) with cash distributions to make distributions to the covenants contained Section 6.20(a)Shareholders, and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing each such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements distribution in an aggregate amount per taxable year equal to (A) the amount of gross income actually includible by the Shareholders on their Tax returns with respect to such taxable year solely as a result of the operations of the Parent, the Borrower and its Subsidiaries, multiplied by (B) the sum of the highest marginal Federal and highest marginal State income tax rates applicable to one or more of the Shareholders, (iv) so long as there has not been a REIT Conversion, the Borrower may make one or more distributions with respect to any taxable year constituting Subordinated Debt to the Parent, who, to the extent such distribution is made by the Borrower may make one or more distributions with respect to any taxable year constituting Subordinated Debt to the Shareholders, each such distribution constituting Subordinated Debt not to exceed in the aggregate an amount necessary to enable the Parent to obtain the maximum possible deduction for dividends paid, as defined in Section 561 of the Code and further described in Section 857 of the Code for such year, taking into account the sum of all distributions previously paid to Shareholders in accordance with the terms of Section 8.08(b)(iii) above, provided that, in connection with any such distribution, the Parent shall take into consideration for such purpose the necessity of increasing the aggregate amounts distributed to reflect the fact that distributions in redemption of any preferred return on any class of stock will be treated as being made partly from earnings and profits and partly from capital, (v) the Borrower may make an annual distribution to Parent in an amount not to exceed $500,000 25,000 to reimburse the Parent for its miscellaneous expenses, (vi) until September 1, 2003, the Parent may make (A) payments in any fiscal yearkind only on the Parent Senior Notes (but only in kind payments and no cash payments), in accordance with the terms of the Parent Senior Notes Documentation, and (B) payments in kind only on the Second Parent Issuance (but only in kind payments and no cash payments), in accordance with the terms of the Second Parent Issuance Documentation, (vii) the Parent may repay in its entirety the Bridge Debt, but only so long as the Parent uses the proceeds of (i) Debt issued in accordance with the terms of Section 8.02(c)(i) hereof to repay such Bridge Debt or (ii) equity issued in accordance with the terms of Section 8.11 hereof to repay such Bridge Debt, and (viii) the Borrower may repay seller debt permitted to be incurred in accordance with the terms of Section 8.02(h) hereof, so long as such repayments are in accordance with the terms thereof.

Restricted Payments. No Borrower shallHoldings shall not, nor shall it permit any of its Subsidiaries Subsidiary to, (i) declare declare, pay or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) agree to pay or make, directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventPayment except that: (a) the making of dividends or distributions by any direct or indirect Wholly-owned each Subsidiary of the Borrower may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower that is a Guarantor and any other Person that owns a direct Equity Security in such Subsidiary, rateably according to its parent entitytheir respective holdings of the type of Equity Security in respect of which such Restricted Payment is being made; (b) each Borrower Holdings and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership Interests other common Equity Securities of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each Borrower and each Subsidiary Holdings may purchase, distribute rights pursuant to any existing shareholder rights plan or redeem or otherwise acquire its Ownership Interests such rights in accordance with the proceeds received from the substantially concurrent issue terms of new common or subordinated Ownership Interestsany such existing shareholder rights plan; (d) the MLP Borrower may make the Closing Date DistributionRestricted Payments to Holdings to pay general corporate and overhead expenses and other administrative expenses of Holdings and to make customary indemnification payments to officers and directors of Holdings in an aggregate amount for this clause (d) not to exceed $5,000,000 for each fiscal year of Holdings; (e) the MLP Borrower may make the Over-Allotment Distribution (i) any mandatory or scheduled payment on the Effective Date and/or from time to time within thirty First Lien Notes, Subscription Receipts, Senior Secured Notes or other Subordinated Indebtedness, and (30ii) days thereafterany optional payment constituting an Early Retirement of (A) Subordinated Indebtedness owing by the Borrower or any Subsidiary that is otherwise permitted hereunder, (B) the Senior Secured Notes and (C) the First Lien Notes; provided that in the case of this clause (ii) after giving effect thereto the Payment Conditions are satisfied; (f) the Loan Parties may make any payment constituting an Early Retirement of Indebtedness as a result of a refinancing, refunding, extension, defeasance, discharge, renewal or replacement of Indebtedness that is permitted by Section 5.1; (g) the Borrower may make Restricted Payments to Holdings (and Holdings may make Restricted Payments to its Parent) (i) to enable Holdings (or its Parent) to redeem or repurchase Equity Securities from officers, directors, employees or consultants of Holdings or its Subsidiaries, upon termination of employment or service, in connection with the exercise of stock options, stock appreciation rights or other equity incentives or equity based incentives, or in connection with the death or disability of such officers, directors, employees or consultants; provided that in all such cases the aggregate amount paid in respect of all such shares so long as redeemed or repurchased does not exceed $2,500,000 in the aggregate in any fiscal year; (ii) that consist of the cancellation of Indebtedness owing to a Loan Party from officers, directors, employees or consultants of Holdings or its Subsidiaries in connection with any repurchase of Equity Securities; and (iii) arising from repurchases of Equity Securities deemed to occur upon the exercise of stock options if such stock represents a portion of the exercise price thereof; (i) Holdings may (A) make regularly scheduled payments of interest in respect of any Permitted Convertible Indebtedness and (B) make cash payments in connection with any conversions of Permitted Convertible Indebtedness (provided that, in the case of each of (A) and (B), other than cash payments in lieu of fractional shares upon conversion, both immediately prior and after giving effect to any such payment, (x) no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of y) the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(aPayment Conditions are satisfied), and (ii) the Borrowers shall have delivered an executed compliance certificate Borrower may distribute to Holdings cash in amounts necessary to enable Holdings to make any payment referred to in the form foregoing clause (i); (i) Restricted Payments that constitute, or are part of, the Skate Acquisition, including pursuant to any rights offering that is made in connection with such transaction and/or a redemption of Exhibit E evidencing such compliance rights; (j) any release of the proceeds thereof and retirement of the Subscription Receipts in accordance with Section 6.20(a)their terms, or any exchange of Subscription Receipts for First Lien Notes; and (gk) other Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements during the term of this Agreement in an aggregate amount not to exceed $500,000 in any fiscal year10,000,000 plus, so long as immediately before and immediately after giving effect thereto on a Pro Forma Basis the Payment Conditions are satisfied, the Additional Available Amount on the date such Restricted Payment is made.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower Subsidiaries may make Restricted Payments to its parent entitythe Borrower; (b) each to the extent constituting Restricted Payments, the Borrower and each Subsidiary its Subsidiaries may declare enter into and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests consummate transactions otherwise expressly permitted by any provision of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsSection 7.08; (c) each payments made or expected to be made by the Borrower or any of its Subsidiaries in respect of withholding or similar Taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) and each Subsidiary may purchase, redeem or otherwise acquire its Ownership any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the proceeds received from the substantially concurrent issue exercise of new common or subordinated Ownership Interests; stock options, provided that (di) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing continuing, (ii) no Borrowing Base Deficiency exists or would result therefrom be caused thereby and no violation of any Legal Requirement (including Section 17-607 of iii) such Restricted Payment is not made during an Interim Borrowing Base Restriction Period; (d) the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower may make Restricted Payments provided that (i) no Default or Event of Default has occurred and is continuing, (ii) that no Borrowing Base Deficiency exists or would be caused thereby, (iii) both before and after giving effect to such Restricted Payment, the Borrower would be in Pro Forma Compliance with respect the Financial Performance Covenants and (iv) and such Restricted Payment is not made during an Interim Borrowing Base Restriction Period; and (e) the Borrower may make Restricted Payments to any fiscal quarter direct or indirect parent of the Borrower: (i) the proceeds of which shall be used to pay franchise and excise taxes and other fees, taxes and expenses required to maintain its corporate existence; and (ii) the proceeds of which shall be used to make distributions to any member in an aggregate amount in respect of each calendar year that is not to exceed Available Cash with respect in excess of the product of (x) the amount of net taxable income allocated to such fiscal quarter, so long as the Borrowers shall be in compliance member (after giving pro forma effect net of (i) cumulative taxable losses allocated to the making of such Restricted Paymentmember for any taxable period and not previously taken into account and (ii) with any depletion calculated at the covenants contained Section 6.20(amember level, utilizing the cost depletion method), and whether such income is treated as a distributive share of the Borrowers shall have delivered an executed compliance certificate in income of a Borrower or as a “guaranteed payment,” or otherwise, multiplied by (y) the form of Exhibit E evidencing Presumed Tax Rate for such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearperiod.

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect have occurred and be continuing at the time of any class action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Subsidiary may make Restricted Payments to the making Borrower, any Subsidiaries of dividends or distributions by the Borrower that are Loan Parties and any other Person that owns a direct or indirect Wholly-owned Subsidiary Equity Interest in such Subsidiary, ratably according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Restricted Payment is being made; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common or subordinated Ownership Equity Interests of such Person and any the Borrower may issue common Ownership Equity Interests upon the conversion of subordinated Ownership Equity Interests; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Equity Interests; (d) the MLP Borrower may make Restricted Payments to Holdings on the Closing Date Distributionas described in “Use of Proceeds” in the Registration Statement; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as ; (f) the Borrowers shall be in compliance (after giving pro forma effect Borrower may make Restricted Payments to the making holders of such Restricted Payment) with the covenants contained convertible Indebtedness permitted pursuant to Section 6.20(a7.02(h), and the Borrowers shall have delivered an executed compliance certificate payable solely in the form common or subordinated Equity Interests of Exhibit E evidencing such compliance with Section 6.20(a)the Borrower; and (g) the Borrower may make Restricted Payments to officers, directors and employees pursuant to employment in connection with awards issued under any long term incentive compensation plan by accepting forfeitures or benefit plans holding back any portion of the Equity Interests underlying any such award in exchange for (i) satisfying any recipient tax obligation due upon the vesting of (or agreements lapse of restrictions upon) such award or (ii) waiving the payment of any exercise price in an aggregate amount not to exceed $500,000 in connection with the exercise of any fiscal yearsuch award.

Restricted Payments. No Borrower shallThe Parent shall not, nor and shall it not permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to Parent and its parent entity; (b) each Borrower and each Subsidiary Subsidiaries may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) following Restricted Payments so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom: (a) the Parent may declare or make cash distributions to its shareholders in an aggregate amount for any period of four (4) consecutive fiscal quarters not to exceed the greater of (i) ninety-five percent (95%) of the Parent’s Funds from Operations for the four fiscal quarters ending prior to the fiscal quarter in which such distribution is made, or (ii) the amount required to be distributed for the Parent to maintain its status as a REIT under the Internal Revenue Code; (b) the Parent may make cash distributions to 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 4981 of the Internal Revenue Code; (i) a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary and (ii) Parent, the MLP Borrower or any Subsidiary may make pay Restricted Payments to any minority equity holder of any Subsidiary of Borrower that is not a Wholly Owned Subsidiary in order to purchase or redeem Equity Interests from such minority equity holder, so long as such investment is permitted pursuant to Section 10.4; (d) Subsidiaries may pay Restricted Payments to the Parent, the Borrower or any other Subsidiary; (e) share repurchases and redemptions to the extent permitted by Section 10.4(n) or Section 10.4(o); (f) the Parent may effect “cashless exercises” of share options or restricted shares granted under any equity incentive plan adopted by the Parent; (g) the Parent may distribute rights or equity securities under any rights plan adopted by the Borrower; and (h) the Parent may declare or make cash distributions (or effect stock splits or reverse stock splits) with respect to its equity securities payable solely in additional shares of its equity securities. Notwithstanding the foregoing, but subject to the following sentence, if a Default or Event of Default exists, the Parent may only declare or make cash distributions to its shareholders during any fiscal quarter year in an aggregate amount not to exceed Available Cash the minimum amount necessary for the Parent to maintain its status as a REIT under the Internal Revenue Code. If an Event of Default specified in Section 11.1.(a) or (b), an Event of Default with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect Parent or the Borrower under Section 11.1.(f) or an Event of Default with respect to the making Parent or the Borrower under Section 11.1.(g) shall exist, or if as a result of such Restricted Payment) with the covenants contained occurrence of any other Event of Default any of the Obligations have been accelerated pursuant to Section 6.20(a11.2.(a), the Parent shall not, and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) not permit any Subsidiary to, make any Restricted Payments to officersany Person other than to the Parent, directors and employees pursuant to employment the Borrower or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearother Subsidiary.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or, solely in the case of its Subsidiaries toissue or sell any Equity Interests or accept any capital contributions, except that, so long as (ix) declare with respect to each clause (a) through (g) below, no Default or pay any dividends on or make any other distributions in respect Event of Default has occurred and is continuing at the time of any class action described therein or series would result therefrom, and (y) with respect to each clause (d) through (f) below, the Borrower has achieved the Restricted Payments Milestone and the Restricted Payment Conditions have been satisfied at the time of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “making such Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the making type of dividends or distributions by any direct or indirect Wholly-owned Subsidiary Equity Interest in respect of any Borrower to its parent entitywhich such Restricted Payment is being made; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Qualified Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each Borrower and each any Subsidiary may purchase, redeem issue or sell any Qualified Equity Interest to the Borrower or Subsidiary if any related or resulting Investment would otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestsbe permitted under Section 7.03; (d) the MLP Borrower may make redeem, repurchase or acquire Qualified Equity Interests of the Closing Date DistributionBorrower issued to employees, consultants, agents, officers and directors of the Borrower, provided that the aggregate amount of all such redemptions do not exceed $500,000 during any fiscal year; (e) the MLP Borrower may make the Over-Allotment Distribution declare and pay dividends on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements its Qualified Equity Interests in an aggregate amount not to exceed $500,000 2,500,000 in any fiscal year; (f) the Borrower may repurchase Qualified Equity Interests of the Borrower, provided that the aggregate amount of all such redemptions do not exceed $5,000,000 in any fiscal year; and (g) the Borrower may issue Qualified Equity interests.

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or The Borrowers will not make any other distributions Restricted Payment at any time, provided that, so long as at the time thereof, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in respect of any class or series of its equity interestseach case, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent:applicable conditions set forth below): (a) the Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in respect of such period), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (i) notification of dividends or distributions by any direct or indirect Wholly-owned Subsidiary the amount and proposed payment date of any Borrower such Restricted Payment and (ii) a statement of a Senior Officer (and, in the event such period is a full fiscal year, the Borrower’s independent certified public accountants) setting forth a detailed calculation of the Tax Payment Amount for such period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to its parent entitythis Section 8.09(a) in respect of such period; (b) each Borrower and each Subsidiary the Borrowers may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests cash in respect of such Person and any Borrower may issue common Ownership Interests upon Management Fees to the conversion of subordinated Ownership Interestsextent permitted under Section 8.11; (c) each Borrower and each Subsidiary the Borrowers may purchase, redeem or otherwise acquire its Ownership Interests with make payments in cash in respect of the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestsinterest on Affiliate Subordinated Indebtedness; (d) the MLP Borrowers may make payments in cash in respect of the Closing Date Distributionprincipal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (such payment and issuance being collectively called “Permitted Transactions”), so long as: (i) in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02, without the occurrence of any Event of Default; (eii) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time after giving effect to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to Permitted Transaction during any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such (the “current fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect ”) and to the making of such Restricted Payment) with any Capital Expenditures during the covenants contained Section 6.20(a)current fiscal quarter, and the Borrowers shall would (as at the last day of the most recent fiscal quarter immediately prior to the current fiscal quarter) have delivered an executed been in compliance certificate in on a pro forma basis with Section 8.10, the form determination of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.be determined as if

Restricted Payments. No The Borrower shallwill not, nor shall it and will not permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) agree to pay or make, directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: except (a) the making of Borrower may declare and pay dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower with respect to its parent entity; Equity Interests, make any other Restricted Payments, payable solely in additional shares of its common stock, (b) each Borrower and each Subsidiary Subsidiaries may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership pay dividends ratably with respect to their Equity Interests; , (c) each 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 each Subsidiary may purchaseits Subsidiaries, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) so long as, at the MLP time any such Restricted Payment is made and immediately after giving effect (including pro forma effect) thereto (and to the incurrence of any Indebtedness in connection therewith) (i) no Default or Event of Default shall have occurred and is continuing, (ii) the Total Net Leverage Ratio is not greater than 2.50 to 1.00 and (iii) the Borrower is in compliance with the Senior Secured Leverage Ratio and the Fixed Charge Coverage Ratio, the Borrower and its Subsidiaries may make the Closing Date Distribution; other Restricted Payments, (e) so long as no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect) thereto the MLP Borrower and any Subsidiaries may make repurchase Equity Interests from any current or former officer, director, employee or consultant to comply with Tax withholding obligations relating to Taxes payable by such Person upon the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty grant or award of such Equity Interests (30) days thereafter; or upon vesting thereof), (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement arise after giving effect (including Section 17-607 pro forma effect) thereto, the Borrower and any Subsidiaries may purchase Equity Interests from present or former officers, directors or employees of the Delaware Revised Uniform Limited Partnership Act) would result therefromBorrower or any Subsidiary upon the death, the MLP may make Restricted Payments with respect to any fiscal quarter disability, retirement or termination of employment or service of such officer, director or employee, in an aggregate amount not to exceed Available Cash with respect to such exceeding $5,000,000 in any fiscal quarter, year of the Borrower and (g) so long as the Borrowers shall be in compliance (no Default or Event of Default has occurred and is continuing or would arise after giving effect (including pro forma effect to effect) thereto, the making of such Restricted Payment) with the covenants contained Section 6.20(a), Borrower and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) any Subsidiaries may make other Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed exceeding $500,000 15,000,000 in any fiscal yearyear of the Borrower.

Restricted Payments. No The Borrower shall, nor shall it not (and shall not suffer or permit any of its Subsidiaries to) make any Restricted Payment to any Person, except that: (a) the Borrower and its Subsidiaries may declare and pay dividends on its Stock solely in the same class of Stock of such Person; (i) any Domestic Subsidiary of the Borrower may declare and pay dividends or pay any dividends on return capital or make any other distributions distribution on its Stock or make payments on any Debt, in respect each instance, to the Borrower or any other direct or indirect wholly-owned Domestic Subsidiary of the Borrower (other than a Domestic Excluded Subsidiary), and (ii) any class Foreign Subsidiary may declare and pay dividends or series return capital or make any other distribution on its Stock or make payments on any Debt, in each instance, to the Borrower or any other Subsidiary of the Borrower; (c) the Borrower may (i) repurchase shares of its equity interests, common stock or options for such shares or (ii) directly declare and pay dividends on its Stock in cash, provided, in each case, that (1) the daily average of the Net Liquidity Availability for the 90-day period immediately preceding the date of such repurchase or indirectly purchasedividend shall be at least $30,000,000, redeem(2) no Event of Default shall have occurred and be continuing as of the date of such repurchase or dividend (both before and after giving effect thereto), or otherwise acquire or retire and (3) the aggregate amount of such repurchases and dividends shall not exceed $7,500,000 in any of its equity interests or any warrantstwelve-month period; and (d) SFC may make Restricted Payments to the Borrower to pay SFC’s obligations under the Ancillary Services and Lease Agreement, options, or similar instruments and SFC may make Restricted Payments to acquire the same (each a “Restricted Payment”)Borrower pursuant to the Receivables Funding Documents; provided, however, that the foregoing shall not operate to prevent: Restricted Payments described in clauses (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no above shall not be permitted if either a Default or an Event of Default has shall have occurred and is be continuing at the date of declaration or payment thereof or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.

Restricted Payments. No Borrower shall, nor shall it permit any of its Subsidiaries to, (i) declare Declare or pay any dividends dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, a Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distributions distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, a 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 Holdings, a Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any class or series change in market value of its equity interestsany such Capital Stock (collectively, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted PaymentPayments”); provided, however, that the foregoing shall not operate to preventexcept that: (a) the making of dividends any Subsidiary may make Restricted Payments, directly or distributions by indirectly, to a Borrower or any direct or indirect Wholly-owned Subsidiary of any Guarantor, and a Borrower may make Restricted Payments to its parent entityHoldings; (b) each Borrower and each Subsidiary Non-Guarantor Subsidiaries may declare and make dividend payments or Restricted Payments to other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsNon-Guarantor Subsidiaries; (c) each Borrower provided that (i) no Default or Event of Default is continuing or would result therefrom and each Subsidiary (ii) the Consolidated Net Total Leverage Ratio, calculated on a pro forma basis, is at least 0.25 to 1.00 lower than the applicable Consolidated Net Total Leverage Ratio covenant level required by Section 7.1 after giving effect to such Restricted Payment, Holdings may purchase, redeem make Restricted Payments in an aggregate amount not to exceed the Available Excess Amount; provided that no Restricted Payments may be made under this clause (c) during any fiscal quarter if a Specified Equity Contribution has been (or otherwise acquire its Ownership Interests with is anticipated to be) exercised in respect of either of the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Intereststwo immediately preceding fiscal quarters; (d) the MLP may make the Closing Date Distribution[reserved]; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterInvestments permitted by Section 7.7; (f) Holdings may make Restricted Payments in the form of common stock of Holdings or preferred stock of Holdings; and (g) so long as no Default or Event of Default has shall have occurred and is continuing be continuing, Holdings may purchase its common stock or would result therefrom common stock options from present or former officers, consultants and no violation directors or employees (and their heirs, estates and assigns) of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefromHoldings, the MLP may make Restricted Payments with respect to Borrowers or any fiscal quarter in an Subsidiary upon the death, disability or termination of employment of such officer or employee; provided that the aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and payments under this clause (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year of Holdings 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 (g) in the immediately prior fiscal year.

Restricted Payments. No Make, directly or indirectly, any Restricted Payment, or incur any obligation (including contingent obligations to the extent the satisfaction of the contingencies is solely under the control of the Borrower shall, nor shall it permit or any of its Subsidiaries toSubsidiaries) to do so, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) the making of dividends or distributions by each Loan Party may declare and make Restricted Payments to any direct or indirect Wholly-owned other Loan Party, and each Subsidiary of that is not a Loan Party may declare and make Restricted Payments to any Borrower to its parent entityother Subsidiary that is not a Loan Party; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions Restricted Payments payable solely in common or subordinated Ownership Equity Interests (other than Disqualified Equity Interests) of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each any Subsidiary may purchasemake cash dividends, redeem distributions or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution other Restricted Payments paid on the Effective Date and/or from time to time within thirty Equity Interests of the Borrower or such Subsidiary; provided, for the purpose of this clause (30c) days thereafter; that (fx) so long as no Default or Event of Default has occurred and is continuing at the time such dividend, distribution or would result therefrom other Restricted Payment is declared or paid and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Acty) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarterdistributions by the Borrower, so long as the Borrowers Loan Parties shall be in compliance at such time on a Pro Forma Basis with the financial covenants set forth in Section 8.11; (after giving pro forma effect d) the Borrower may make Permitted Tax Distributions; (e) (i) (x) Wyoming may make a one-time Restricted Payment to Wyoming Co. of $11,500,000 and (y) Wyoming Co. may make a Restricted Payment of all or a portion of the making proceeds of such Wyoming Co. Dividend to its equityholders (which proceeds may subsequently be paid or transferred pursuant to Restricted PaymentPayments by such equityholders (and each successive holder thereabove) with until a Restricted Payment of such proceeds are made to Persons who hold Equity Interests in the covenants contained Section 6.20(aBorrower or Wyoming Co.) (collectively, the “Wyoming Co. Dividend”), and (ii) (w) Wyoming may make a one-time Restricted Payment to its equityholders of $91,500,000 on or before July 23, 2013, (x) the Borrowers shall have delivered an executed compliance certificate in Borrower may make a Restricted Payment of all or a portion of the form proceeds of Exhibit E evidencing such compliance with Section 6.20(aSpecial Dividend to OCI Holdings and (y) OCI Holdings may make a Restricted Payment of all or a portion of the proceeds of such Special Dividend to Chemical (which proceeds may subsequently be paid, distributed or transferred by Chemical to its direct and/or indirect equityholders) (collectively, the “Special Dividend”); and (gf) the Borrower may make a Restricted Payments Payment of the proceeds from the IPO to officersthe holder of Equity Interests of the Borrower (which proceeds may subsequently be paid, directors and employees pursuant distributed or transferred by such holder to employment or benefit plans or agreements its direct and/or indirect equityholders) in an aggregate amount not to exceed $500,000 in any fiscal yeareach case made within sixty (60) days after the date of the IPO (collectively, the “IPO Distribution”).

Restricted Payments. No The Borrower shallwill not, nor shall will it permit any of its Subsidiaries Subsidiary to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to its Equity Interests or with respect to Equity Equivalents, in each case, payable solely in Equity Interests or Equity Equivalents (other than Disqualified Equity Interests); (b) the Borrower and its Subsidiaries may make Restricted Payments not exceeding $10,000,000 during any fiscal year pursuant to and in accordance with stock option or stock ownership plans, employment agreements, incentive plans or other benefit plans approved by the Borrower’s Board of Directors for management, directors, former directors, employees and former employees of the Borrower and the Subsidiaries; (c) the Borrower and its Subsidiaries may make Restricted Payments; provided that (x) on a Pro Forma Basis the Leverage Ratio as of the last day of the Borrower’s most recently ended fiscal quarter for which financial statements have been delivered pursuant to paragraph (a) or (b) of Section 5.01 would be equal to or less than 3.0 to 1.0 and (y) at the time of any such payment, no Event of Default shall have occurred and be continuing or would result therefrom; (d) the Borrower and its Subsidiaries may make additional Restricted Payments not otherwise permitted by this Section 6.06 in an aggregate amount not exceeding $150,000,000; (e) the Borrower and its Subsidiaries may redeem, repurchase or otherwise acquire Qualified Equity Interests or options in exchange for (or out of the proceeds of a substantially concurrent offering of) Qualified Equity Interests of the Borrower or newly issued options to exceed Available Cash with respect acquire Equity Interests of the Borrower; (f) [reserved]; (g) the Borrower or any Subsidiaries may redeem, repurchase or otherwise acquire Qualified Equity Interests within 180 days of any Acquisition which was funded in whole or in part through the issuance of Qualified Equity Interests to the sellers of the business acquired in such fiscal quarter, Acquisition so long as the Borrowers shall be amount expended does not exceed the current market value (as determined in compliance (after giving pro forma effect good faith by the Borrower) of the Qualified Equity Interests issued to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate sellers in the form of Exhibit E evidencing such compliance with Section 6.20(a)Acquisition; and (gh) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in the Borrower may make ordinary cash dividends on any fiscal yearEquity Interests of the Borrower.

Restricted Payments. No The Borrower shallwill not, nor shall it and will not permit any of its Restricted Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment, except: (i) declare the payment by the Borrower or pay any dividends on or make any other distributions in respect Restricted Subsidiary of any class dividend or series the consummation of its equity interestsany irrevocable redemption within 60 days after the date of declaration thereof or giving the notice of the redemption, if on the date of declaration or notice the payment would have complied with the provisions of the Indenture (assuming, in the case of redemption, the giving of the notice would have been deemed to be a Restricted Payment at such time and such deemed Restricted Payment would have been permitted at such time); (ii) directly the Borrower may declare or indirectly purchase, redeem, make a Restricted Payment with respect to its Equity Interest payable solely in Qualified Equity interestsInterests or otherwise acquire or retire redeem any of its equity interests or any warrants, optionsEquity Interests in exchange for, or similar instruments out of the proceeds of the substantially concurrent issuance and sale of, Qualified Equity Interests or through accretion or accumulation of such dividends on such Equity Interests; provided that the issuance of such Equity Interests are not included in any determination of the Retained Excess Cash Flow Amount; (iii) repurchase, redemption or other acquisition for value by the Borrower of, Equity Interests of the Borrower held by officers, directors or employees or former officers, directors or employees of the Borrower and any Restricted Subsidiary (or their transferees, estates or beneficiaries under their estates), upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration paid for all such redemptions shall not exceed $10,000,000 during any twelve consecutive months (with unused amounts in any period being carried over to acquire the same (each a “Restricted Payment”succeeding periods); provided, howeverfurther, that cancellation of Indebtedness owing to the foregoing shall not operate to prevent: Borrower or any Restricted Subsidiary from any current or former officer, director or employee (aor any permitted transferees thereof) of the making Borrower or any of dividends its Restricted Subsidiaries (or distributions by any direct or indirect Wholly-owned Subsidiary parent company thereof), in connection with a repurchase of Equity Interests of the Borrower from such Persons will not be deemed to constitute a Restricted Payment for purposes of this covenant or any Borrower to its parent entityother provisions of the Indenture; (iv) repurchases of Equity Interests deemed to occur (a) upon the exercise of stock options, warrants, or similar rights if the Equity Interests represent all or a portion of the exercise price thereof or (b) each in connection with the satisfaction of any withholding Tax obligations incurred relating to the vesting or exercise of stock options, warrants, restricted stock units or similar rights; (v) any Restricted Payment made out of the net cash proceeds of the substantially concurrent sale of, or made by exchange for, Qualified Equity Interests of the Borrower (other than Qualified Equity Interests issued or sold to a Restricted Subsidiary of the Borrower or an employee stock ownership plan or to a trust established by the Borrower or any of its Restricted Subsidiaries for the benefit of their employees) or a substantially concurrent cash capital contribution received by the Borrower from its stockholders; provided that such net cash proceeds are not included in any determination of the Retained Excess Cash Flow Amount; (vi) payments or distributions to dissenting stockholders pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of all or substantially all of the assets of the Borrower and each its Restricted Subsidiaries that complies with the provisions of Section 6.03; (vii) any Restricted Subsidiary may declare and or make dividend payments or other distributions payable solely in common or subordinated Ownership a Restricted Payment with respect to the Equity Interests of such Person and Restricted Subsidiary to the Borrower or any other Restricted Subsidiary (and, in the case of a Restricted Subsidiary that is not a Wholly Owned Subsidiary, to each owner of Equity Interests of such Restricted Subsidiary such that the Borrower may issue common Ownership Interests upon the conversion or Restricted Subsidiary receives at least its pro rata share of subordinated Ownership Interestssuch dividend or distribution); (cviii) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect in any fiscal year the greater of (x) $50,000,000 and (y) 10.0% of Consolidated EBITDA for the then most recently ended Test Period less any Investments made under this clause pursuant to such fiscal quarter, so long as the Borrowers shall be in compliance (Section 6.11(t); provided that after giving effect thereto on a pro forma effect to the making of such Restricted Paymentbasis (i) with the covenants contained Section 6.20(a), and the Borrowers no Default shall have delivered an executed compliance certificate in occurred and be continuing and (ii) the form of Exhibit E evidencing such compliance with Section 6.20(a); andConsolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00; (gix) Restricted Payments up to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 100,000,000 less any Investments made under this clause pursuant to Section 6.11(t); (x) Restricted Payments so long as after giving effect thereto on a pro forma basis, (i)(x) prior to the Term B-1 Loan Repayment Date, the Secured Net Leverage Ratio is equal to or less than 2.00 to 1.00 and (y) on or after the Term B-1 Loan Repayment Date, the Consolidated Net Leverage Ratio is equal to or less than 3.50 to 1.00 and (ii) no Default shall have occurred and be continuing; (xi) the Borrower and its Restricted Subsidiaries may make Restricted Payments to any member of the IAC Group that is a direct or indirect parent of the Borrower: (A) the proceeds of which will be used to pay the consolidated, combined or similar income tax liability of such parent’s income tax group that is attributable to the income of the Borrower or its subsidiaries; provided that (x) no such payments with respect to any taxable year shall exceed the amount of such income tax liability that would have been imposed on the Borrower and/or the applicable Subsidiaries had such entity(ies) filed on a stand-alone basis and (y) any such payments attributable to an Unrestricted Subsidiary shall be limited to the amount of any cash paid by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for such purpose; (B) the proceeds of which shall be used to pay such equity holder’s operating costs and expenses, other overhead costs and expenses and fees, in each case, which are directly attributable to the ownership or operations of the Borrower and its subsidiaries; or (C) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of any fiscal yeardirect or indirect parent of the Borrower to the extent such salaries, bonuses, other benefits and indemnities are directly attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (xii) any Junior Debt Restricted Payments; provided that, at the time of, and after giving effect thereto on a pro forma basis (x) no Default shall have occurred and be continuing and (y) the Borrower shall be in compliance with Section 6.10 as of the end of the most recently ended Test Period; and (xiii) Restricted Payments in connection with the Match Transactions.; and (xiv) prior to the Term B-1 Loan Repayment Date, Restricted Payments in an amount not to exceed the portion of the Retained Excess Cash Flow Amount on the date of such election that the Borrower elects to apply to this Section 6.05(xiv) in a written notice of a Responsible Officer thereof, which notice shall set forth the Retained Excess Cash Flow Amount (and the calculation thereof in reasonable detail) immediately prior to such election and the amount thereof elected to be so applied; provided that after giving effect thereto on a pro forma basis (i) no Default shall have occurred and be continuing and (ii) the Consolidated Net Leverage Ratio is equal to or less than 4.50 to 1.00.

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect have occurred and be continuing at the time of any class action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Subsidiary may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the making type of dividends or distributions by any direct or indirect Wholly-owned Subsidiary Equity Interest in respect of any Borrower to its parent entitywhich such Restricted Payment is being made; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions Restricted Payments payable solely in common or subordinated Ownership Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchasemake Restricted Payments, redeem or otherwise acquire its Ownership Interests with provided all of the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests;following conditions are satisfied: (di) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would arise as a result therefrom of such Restricted Payment, (ii) at the time of such Restricted Payment, the Loan Parties shall be in Pro Forma Compliance, and (iii) if the Consolidated Senior Leverage Ratio (determined on a Pro Forma Basis after giving effect to such Restricted Payment) is equal to or greater than 1.75 to 1.00, the amount of all such Restricted Payments pursuant to this clause (iii) shall not exceed $50,000,000 in the aggregate (plus an additional $50,000,000 to the extent such additional amount is used to purchase treasury stock with the proceeds of Swap Contracts upon the payout, maturity or termination thereof); (d) reserved; (e) the Loan Parties may pay, as and no violation when due and payable, interest payments required with respect to the Convertible Notes and any Permitted Convertible Note Refinancings; (f) subject to the terms of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefromapplicable subordination agreement, the MLP Loan Parties may make Restricted Payments pay, as and when due and payable, interest payments required with respect to any fiscal quarter Subordinated Debt permitted hereunder; (g) the Borrower may repurchase Equity Interests issued by it, which redemption is deemed to occur upon (i) the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof or (ii) the withholding of a portion of Equity Interests issued to employees and other participants under an equity compensation program of the Borrower or its Subsidiaries, in an aggregate amount not each case to exceed Available Cash with cover tax obligations of such persons in respect to of such fiscal quarterissuance; (h) the Borrower may redeem from officers, so long directors, employees and consultants Equity Interests provided all of the following conditions are satisfied: (i) no Default or Event of Default has occurred and is continuing or would arise as the Borrowers shall be in compliance (after giving pro forma effect to the making a result of such Restricted Payment; (ii) after giving effect to such Restricted Payment, the Loan Parties are in Pro Forma Compliance; (iii) the aggregate Restricted Payments and notes issued in lieu of any such Restricted Payment permitted (x) in any fiscal year of the Borrower shall not exceed $2,500,000 and (y) during the term of this Agreement shall not exceed $5,000,000; and (iv) after giving effect to such Restricted Payment, the aggregate principal amount of Revolving Loans available to be borrowed under Section 2.01 hereof shall be at least $15,000,000; (i) the Borrower may (i) to the extent constituting a Restricted Payment, effect the conversion of any Convertible Notes and Permitted Convertible Notes Refinancings into Equity Interests, (ii) settle conversions of Convertible Notes and Permitted Convertible Notes Refinancings in accordance with the covenants contained Section 6.20(a)applicable Convertible Indebtedness Documents or the documents evidencing the Permitted Convertible Notes Refinancings and (iii) repurchase fractional shares of any Equity Interests arising out of the conversion of securities convertible (including the Convertible Notes and Permitted Convertible Notes Refinancings) into any such Equity Interests; (j) Loan Parties may (i) repurchase or repay any Convertible Notes and Permitted Convertible Notes Refinancings (x) at the maturity thereof or otherwise, that the Loan Parties are required to repurchase or repay in accordance with the applicable Convertible Indebtedness Documents or the documents evidencing the Permitted Convertible Notes Refinancings or, with respect to the 2021 Convertible Notes, prior to such maturity or other required date of repurchase or repayment in anticipation thereof, and (y) in connection with a Permitted Convertible Note Refinancing, as the Borrowers shall have delivered an executed compliance certificate case may be, and (ii) make Restricted Payments in respect of any Swap Contracts existing as of the form of Exhibit E evidencing such compliance date hereof or entered into in connection with any Permitted Convertible Notes Refinancing or any Indebtedness issued under Section 6.20(a7.02(n); and (gk) Restricted Payments The Loan Parties may refinance any Junior Debt with the net cash proceeds of other Junior Debt or Equity Interests (excluding any Disqualified Stock); provided that the amount of such Junior Debt is not increased at the time of such refinancing to officersthe extent such increase would cause a breach of Section 7.02, directors except by an amount equal to a reasonable premium or other reasonable amount paid, and employees pursuant to employment fees and expenses reasonably incurred, in connection with such refinancing and the direct or benefit plans any contingent obligor with respect thereto is not changed, as a result of or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearconnection with such refinancing.

Restricted Payments. No Borrower shall(a) The Company and its Restricted Subsidiaries will not declare or make any Restricted Payment, nor shall it permit any of its Subsidiaries to, except that (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments Restricted Payments to the Company or any other distributions Restricted Subsidiary at any time; (ii) any Restricted Subsidiary may pay dividends ratably to its shareholders (or on a basis more favorable to the Company); (iii) the Company may declare or make any Restricted Payments payable solely in common shares of its Capital Stock (other than Redeemable Stock) or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interestsin options, warrants or other rights to acquire its Capital Stock (other than Redeemable Stock); (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (div) the MLP Company may declare and make the Closing Date Distribution; additional Restricted Payments; provided that (ex) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Event of Default or Event of Default has occurred and is continuing or would result therefrom from such Restricted Payment and no violation (y) upon giving effect to such Restricted Payment, the aggregate of all Restricted Payments by the Company pursuant to this clause (iv) on or after the Closing Date (other than pursuant to Section 10.11(b)), when combined with the sum of Specified Investments and Specified Subordinated Debt Prepayments, in each case, made on or after the Closing Date, does not exceed the Builder Basket Amount. (b) Notwithstanding the foregoing, Section 10.11(a) will not prohibit: (i) repayment or refinancing of any Legal Requirement Subordinated Debt with Permitted Refinancing Debt (including Section 17as defined in the 2015-607 5.250% Indenture), or any Restricted Payment made in exchange for, by conversion into or out of the Delaware Revised Uniform Limited Partnership Actnet proceeds of the substantially concurrent sale (other than from or to a Subsidiary of the Company or from or to an employee stock ownership plan financed by loans from the Company or a Subsidiary of the Company) would result therefromof shares of Capital Stock (other than Redeemable Stock) of the Company; (ii) the payment of dividends on the Company’s shares of Common Stock (as defined in the 2015-5.250% Indenture) in the aggregate amount per fiscal year equal to $0.68 per share for each share of Common Stock (or any securities convertible into Common Stock to the extent they are entitled to such a dividend) of the Company outstanding as of the applicable record date for such dividends (as such $0.68 shall be adjusted for specified changes in the capitalization of the Company upon recapitalizations, reclassifications, stock splits, stock dividends, reverse stock splits, stock consolidations and similar transactions); (iii) the MLP acquisition of shares of Capital Stock in connection with (x) the exercise of employee or director stock options or stock appreciation rights by way of cashless exercise and (y) the withholding of a portion of such Capital Stock to pay taxes associated therewith, and the purchase of fractional shares of Capital Stock of the Company or any Restricted Subsidiary arising out of stock dividends, splits or combinations or business combinations; (iv) the acquisition of shares of the Company’s Capital Stock pursuant to equity repurchases from future, present or former directors or employees in an amount of up to $2,000,000 per calendar year (and any portion of such $2,000,000 not used in any calendar year may make be carried forward to the next succeeding calendar year); (v) dividends on Redeemable Stock of the Company or a Restricted Payments Subsidiary, or dividends on preferred stock of a Restricted Subsidiary, in each case incurred in compliance with Section 4.9 of the 2015-5.250% Indenture; (vi) the payment of cash in lieu of the issuance of Capital Stock in connection with the conversion, retirement, repurchase or redemption of any series of convertible debt securities of the Company or its Restricted Subsidiaries; (vii) payments made to settle any warrants outstanding on December 8, 2015 issued in connection with the Company’s convertible debt securities; (viii) the payment of the deferred purchase price or earn-outs, including holdbacks (and the receipt of any corresponding consideration therefor), or payments with respect to any fiscal quarter fractional shares, in each case in connection with an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect acquisition to the making extent such payment would have been permitted by the 2015-5.250% Indenture at the time of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)acquisition; and (gix) other Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 50,000,000; provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (ii), (iv), (v) and (ix) no Default or Event of Default shall have occurred and be continuing or would otherwise occur as a consequence thereof. The amount of net proceeds from any exchange for, conversion into or sale of Capital Stock of the Company pursuant to clause (i) of this Section 10.11(b) shall be excluded from the calculation of the amount available for Restricted Payments pursuant to Section 10.11(a)(iv). (c) For purposes of determining compliance with the covenant set forth in this Section 10.11, if a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described in clauses (b)(i) through (b)(ix) of Section 10.11(b) or pursuant to Section 10.11(a), the Company, in its sole discretion, may order and classify, and subsequently reorder and reclassify, such Restricted Payment in any fiscal yearmanner in compliance with this Section 10.11. (d) For purposes of this Section 10.11, if a particular Restricted Payment involves a non-cash payment, including a distribution of assets, then such Restricted Payment shall be deemed to be an amount equal to the cash portion of such Restricted Payment, if any, plus an amount equal to the Fair Market Value of the non-cash portion of such Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued for purposes of this Section 10.11 will be determined by, in the case of amounts under $25,000,000, an Officer (as hereinafter defined) of the Company and, in the case of amounts greater than or equal to $25,000,000, the Board of Directors of the Company whose resolution with respect thereto will be delivered to the Agent. For purposes of this paragraph (d), “Officer” means any of the following of the Company: the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer, the President, any Vice President, the Treasurer or the Secretary.

Restricted Payments. No Borrower shallThe Company shall not declare or make any Restricted Payment, nor shall it permit any of its Subsidiaries to, except: (i) declare Restricted Payments made in connection with the defeasance, redemption or pay any dividends on or make any other distributions in respect repurchase of any class or series Indebtedness with the Net Cash Proceeds of its equity interests, or Permitted Refinancing Indebtedness; and (ii) directly Restricted Payments of any Subsidiary of the Company to the Company or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent: (a) the making of dividends or distributions by any direct or indirect Whollyanother wholly-owned Subsidiary of any Borrower to its parent entity;the Company; and (biii) each Borrower and each Subsidiary may declare and make dividend payments Restricted Payments made in connection with claims for reimbursement, indemnification or contribution arising out of or related to the Asset Purchase Agreement; and (iv) any Restricted Payment that constitutes a payment in respect of a purchase price adjustment, earn-out or other distributions payable solely similar form of contingent purchase price in common connection with any Acquisition (including the IITRI Acquisition) consummated on or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make before the Closing Date Distribution;as set forth on Exhibit 10.3(f) and any Permitted Acquisition; and (ev) the MLP may make the Over-Allotment Distribution Restricted Payments that constitute payments of principal, interest, premium, fees, expenses or other amounts due on the Effective Securities pursuant to this Agreement and the other Operative Documents, and Restricted Payments that constitute mandatory payments of principal, interest, premium, fees or expenses due on or under the Seller Note Securities Purchase Agreement, the Seller Notes or the Seller Warrants or the other Operative Documents (as defined in the Seller Note Securities Purchase Agreement), in each case subject to the terms of the Subordination Agreements and any restrictions provided in the documents for such Indebtedness; and (vi) Restricted Payments made (v) in connection with the redemption or repurchase for value of any Capital Stock of the Company as a result of distributions by the ESOT of such Capital Stock to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to their termination of employment with the Company or any Controlled Group member, (w) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, (x) in good faith and belief by the Company to be made with respect to the payments described in the preceding clauses (v) or (w) but which do not so qualify for the status described in the preceding clauses (v) or (w) on account of administrative error or mistake, provided that such payment would not otherwise result in a Default or Event of Default hereunder and either (A) such payments do not collectively exceed $250,000 during the period from the Closing Date and/or from time to time through the date of such payment or (B) such payment is recovered by the Company within thirty (30) days thereafter; thereof and the Company's books and records are accordingly adjusted to reflect such recovery, together with all other such payments under this subclause (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of B), do not collectively exceed $1,000,000 during the Delaware Revised Uniform Limited Partnership Act) would result therefrom, period from the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as Closing Date through the Borrowers shall be in compliance (after giving pro forma effect to the making date of such Restricted Paymentpayment, or (y) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)administrative fees or expenses of the ESOP or the ESOT including, without limitation, the fees of the ESOT Trustee or (z) as contributions to the ESOT as required under the ESOP Plan Documents; and (gvii) Restricted Payments made in connection with stock appreciation rights plans, phantom stock plans and other equity-based incentive compensation arrangements or plans to officersthe extent such payments would not be in violation of the terms of this Agreement or any other Operative Document. provided, directors and employees however, that in no event shall any Restricted Payments (other than (1) to the Company, (2) as permitted by clause (ii) above, (3) Restricted Payments (x) resulting from distributions by the ESOT to participants in the ESOP pursuant to the ESOP Plan Documents subsequent to the termination by participants in the ESOP of employment with the Company or benefit plans any Controlled Group member or agreements (y) as required by Section 401(a)(28) of the Code or any substantially similar Requirement of Law, and (4) Restricted Payments resulting from contributions to the ESOT as required under the ESOP Plan Documents) be declared or made if either a Default or an Event of Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom; provided, further, that in an aggregate amount not no event shall any Restricted Payment be permitted under clause (v) above with respect to exceed $500,000 the Seller Notes, Seller Warrants or other Operative Documents (as defined in any the Seller Note Securities Purchase Agreement) unless the Company shall have delivered to the holders of the Notes a compliance certificate in substantially the form of Exhibit 10.1(a)(iv)(b) hereto for the most recently completed fiscal year.quarter calculated giving effect to such Restricted Payment as of the last day of such prior fiscal quarter and certifying that the Company is in compliance with the financial covenants in section 10.4 as of the last day of such prior fiscal quarter. -38-

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Event of Default shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect have occurred and be continuing at the time of any class action described below or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventwould result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, any Subsidiaries of the Borrower (provided that if the Subsidiary making such Restricted Payment is a Loan Party, then the Subsidiary to which such Restricted Payment is made shall also be a Loan Party) and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of dividends or distributions by any direct or indirect Wholly-owned Subsidiary the type of any Borrower to its parent entityEquity Interest in respect of which such Restricted Payment is being made; (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership common Equity Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Equity Interests; (d) the MLP Borrower and each Subsidiary may make Restricted Payments made to shareholders of any Person (other than an Affiliate of the Closing Date DistributionBorrower) acquired by merger pursuant to an acquisition permitted under this Agreement; (e) the MLP Borrower and each Subsidiary may make Restricted Payments not otherwise permitted under this Section 7.06 (other than Restricted Payments consisting of divisions, lines of business or the Over-Allotment Distribution stock of Subsidiaries); provided that on a Pro Forma Basis the Effective Date and/or from time Borrower’s Consolidated Net Leverage Ratio shall be less than 3.50:1.00 for the most recently ended Measurement Period for which financial statements have been delivered pursuant to time within thirty (30) days thereafterSection 6.01; (f) so long as no Default or Event of Default has occurred the Borrower and is continuing or would result therefrom and no violation of any Legal Requirement (including each Subsidiary may make other Restricted Payments not otherwise permitted under this Section 17-607 7.06 not exceeding $75,000,000 in the aggregate per fiscal year of the Delaware Revised Uniform Limited Partnership ActBorrower; (g) would result therefromthe Borrower and each Subsidiary may make other Restricted Payments not otherwise permitted under this Section 7.06; provided that, at the time each such Restricted Payment is made in reliance on this clause (g), the MLP aggregate amount of such Restricted Payment does not exceed the Available Amount at such time; (h) the Borrower may 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 in the Borrower; (i) the Borrower may make Restricted Payments pursuant to and in accordance with respect to any fiscal quarter stock option plans or other benefit plans or agreements for directors, officers or employees of the Borrower and its Subsidiaries that are approved in an aggregate amount not to exceed Available Cash with respect to good faith by the board of directors of the Borrower; (j) the Borrower may repurchase Equity Interests upon the exercise of stock options if such fiscal quarter, so long as Equity Interests represent a portion of the Borrowers shall be in compliance (after giving pro forma effect to the making exercise price of such options; (k) subject to Section 7.14, the Borrower or any of its Subsidiaries may make Restricted Payment) with Payments contemplated by the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)Separation; and (gl) Restricted Payments to officers, directors the Borrower and employees any of its Subsidiaries may make payments of amounts due and payable pursuant to employment or benefit plans or agreements the Tax Matters Agreement between Ashland Global and Valvoline entered into in an aggregate amount not to exceed $500,000 in any fiscal yearconnection with the Separation.

Restricted Payments. No Borrower shallMake or commit itself to make or declare any Restricted Payment at any time, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventprovided that: (a) each Subsidiary may make Capital Distributions to the making Borrower, any Subsidiaries of dividends or distributions by the Borrower that are Guarantors and any other Person that owns a direct or indirect Wholly-owned Subsidiary Equity Interest in such Subsidiary, ratably according to their respective holdings of any Borrower to its parent entitythe type of Equity Interest in respect of which such Capital Distribution is being made; (b) each so long as no Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may make payment of current interest, expenses and indemnities in respect of Subordinated Indebtedness (other than any such payments prohibited by the subordination provisions applicable thereto); (c) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests Restricted Payments with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Equity Interests; (d) the MLP Borrower and its Subsidiaries may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) Restricted Payments not otherwise permitted by this Section, so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom therefrom, (ii) after giving effect thereto the aggregate amount of all Restricted Payments made pursuant to this clause (d) and no violation Investments made pursuant to Section 7.03(a)(xiv), shall not exceed sum of (1) $25,000,000 plus (2) the Cumulative Retained Excess Cash Flow Amount, (iii) the Administrative Agent shall have received the certificate required by Section 6.02(n) and (iv) after giving pro forma effect to such Restricted Payment (and to any Legal Requirement Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (including Section 17-607 e) the Borrower may make Capital Distributions, consistent with its past practice, in the form of dividends to shareholders of Equity Interests in the Borrower; provided that (i) the aggregate amount of all such Capital Distributions shall not exceed $2,500,000 per fiscal quarter of the Delaware Revised Uniform Limited Partnership ActBorrower; and (ii) no Default shall have occurred and be continuing or would result from any such Capital Distribution; (f) the Borrower and its Subsidiaries may make Restricted Payments constituting a prepayment of Indebtedness in connection with the Refinancing of such Indebtedness; (g) so long as no Default has occurred and is continuing or would result therefrom, each of Autocam do Brasil Usinagem, LTDA, Bouverat Industries S.A.S., and Autocam France, SARL may at any time repay its respective Indebtedness set forth on Schedule 7.02; (h) the MLP Borrower and its Subsidiaries may make payment of current interest, expenses and indemnities in respect of the New Notes; and (i) the Borrower and its Subsidiaries may make Restricted Payments with respect to any fiscal quarter in an aggregate amount the New Notes not to exceed Available Cash with respect to such fiscal quarterotherwise permitted by this Section, so long as the Borrowers shall be in compliance (i) no Default has occurred and is continuing or would result therefrom, and (ii) after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(aPayment (and to any Indebtedness incurred in connection therewith), the Consolidated Secured Leverage Ratio of Borrower and its Subsidiaries shall be equal to or less than 2.00 to 1.00, determined based on the Borrowers shall financial information received for the fiscal quarter (or fiscal year, as applicable) most recently ended prior to such date for which financial statements have been delivered an executed compliance certificate in to the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees Administrative Agent pursuant to employment Section 4.01(a)(x), 6.01(a) or benefit plans or agreements in an aggregate amount not 6.01(b), as applicable, after giving effect to exceed $500,000 in any fiscal yearsuch Restricted Payments.

Restricted Payments. No Borrower shallNot, nor shall it and not permit any other Loan Party to, (a) make any dividend or other distribution to any of its Subsidiaries toequity holders, (ib) declare purchase or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire redeem any of its equity interests or any warrants, optionsoptions 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 Debt that is subordinated to the Obligations, (e) make any prepayment or optional payment in respect of the Second Lien Obligations, or similar instruments to acquire (f) set aside funds for any of the same (each a “Restricted Payment”); provided, however, that foregoing. Notwithstanding the foregoing shall not operate to preventforegoing: (ai) the making of dividends Loan Parties may pay the Closing Date Dividend (and related expenses that are reflected in the final funds flow statement for the transactions contemplated hereby to occur on the Closing Date delivered to Agent on or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower prior to its parent entitythe Closing Date); (bii) each Borrower and each any Subsidiary may declare and pay dividends or make dividend payments or other distributions payable solely in common to a Borrower or subordinated Ownership Interests to a Wholly-Owned Domestic Subsidiary of such Person a Borrower, and any Borrower Foreign Subsidiary may issue common Ownership Interests upon the conversion of subordinated Ownership Interestspay dividends or make other distributions to another Foreign Subsidiary; (ciii) each Borrower Borrowers may make distributions to Holdings to permit Holdings to pay federal and each Subsidiary may purchasestate income taxes then due and owing by Holdings (or its equity holders), redeem or otherwise acquire its Ownership Interests so long as the amount of such distributions shall not be greater, nor the receipt by Borrowers of tax benefits less, than they would have been had Borrowers not filed consolidated income tax returns with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestssuch Person; (div) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (fA) so long as no Event of Default exists or would result therefrom, Borrowers may pay management fees to Sponsor in an aggregate amount not exceeding in any Fiscal Year $1,000,000 plus an amount equal to 1.00% of the consideration paid in respect of any Permitted Acquisitions or a Qualified IPO plus amounts restricted from being paid during any prior period (provided, with respect to the payment of any such amounts restricted from being paid during any prior period, that in addition to the condition that no Event of Default exists or would result therefrom, the following conditions are satisfied: (x) after giving effect to such payment, (I) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (1) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (2) 6.50:1.00, and (II) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (1) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (2) 4.50:1.00 and (y) after giving effect to such payment, the sum of (I) the positive difference (if any) of Borrowing Availability minus Revolving Outstandings and (II) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties on deposit in accounts for which a control agreement in favor of Agent to the extent required by Section 7.15 has been executed and is in effect, is at least $5,000,000), and (B) Borrowers may reimburse Sponsor and its Investment Affiliates for its reasonable out-of-pocket expenses incurred in connection with the management of Borrowers in an aggregate amount not exceeding $350,000 in any Fiscal Year; (v) Borrower may make, and may make distributions to Holdings to (A) permit Holdings to make, payments of directors’ fees and reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings not to exceed in the aggregate, with respect to all such items, $500,000 in any Fiscal Year and (B) permit Holdings to pay its direct or indirect corporate parent for out-of-pocket costs and expenses relating to the maintenance of its corporate existence and other customary holding company costs and expenses not to exceed in the aggregate, with respect to all such items, $250,000 in any Fiscal Year; (vi) Borrowers may make (A) regularly scheduled payments in respect of the Second Lien Obligations in accordance with the Second Lien Documents (as in effect on the date hereof or as modified in compliance with the Second Lien Intercreditor Agreement), (B) mandatory prepayments in respect of the Second Lien Obligations pursuant to and in accordance with the Second Lien Documents, but in each case only to the extent that a corresponding mandatory prepayment obligation exists hereunder and has been waived in writing by the Lenders, and (C) prepayments of the principal amount of the Second Lien Obligations made at the time of, and using the proceeds of, a Qualified IPO (or using the proceeds of an Incremental Term Loan that is advanced pursuant to and in accordance with the terms and conditions of Section 2.1.3(a) in connection with, and on or about the closing date for, a Qualified IPO), provided, that all of the following conditions are satisfied with respect to any such prepayment: (x) no Default or Event of Default has occurred and is continuing or would arise as a result therefrom of such payment, (y) after giving effect to such payment, the Senior Debt to EBITDA Ratio shall not exceed the lesser of (I) 4.50:1.00 and no violation (II) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 for the most recently ended Computation Period (or, with respect to periods prior to the first test date under Section 7.14.1, the Computation Period ending immediately after the date of any Legal Requirement such proposed prepayment), after decreasing the applicable covenant level by 0.25, and (including Section 17-607 z) such payment occurs within 10 Business Days of the Delaware Revised Uniform Limited Partnership Actconsummation of such Qualified IPO; (vii) would result therefrom, the MLP Borrowers may make Restricted Payments distributions to Holdings which are immediately used by Holdings to redeem from management stockholders, upon death, disability or termination of employment of such management stockholder, membership interests of Holdings (or its corporate parent) or warrants or options to acquire any such membership interests, provided, that all of the following conditions are satisfied with respect to any fiscal quarter in an aggregate amount not such payment pursuant to exceed Available Cash with respect this clause (vii): (A) no Default or Event of Default has occurred and is continuing or would arise as a result of such payment, (B) after giving effect to such fiscal quarterpayment, so long as the Borrowers shall be are in compliance (after giving on a pro forma effect to the making of such Restricted Payment) basis with the covenants contained set forth in Section 6.20(a)7.14, recomputed for the most recent quarter for which financial statements have been delivered, (C) the aggregate payments permitted (x) in any Fiscal Year of Borrowers shall not exceed $1,000,000 and (y) during the term of this Agreement shall not exceed $3,000,000 (D) after giving effect to such payment, Borrowing Availability exceeds Revolving Outstandings by at least $2,000,000; and (E) such payment is permitted under the Second Lien Documents and the Borrowers shall have delivered an executed compliance certificate in the form organizational documents of Exhibit E evidencing such compliance with Section 6.20(a)Holdings; and (gviii) Restricted Payments After the consummation of a Qualified IPO, Borrowers may make distributions to officersHoldings which are immediately used by Holdings to redeem outstanding equity interests of Holdings (or its corporate parent) or warrants or options to acquire any such equity interests, directors and employees provided, that all of the following conditions are satisfied with respect to any such payment pursuant to employment this clause (viii): (A) no Default or benefit plans Event of Default has occurred and is continuing or agreements would arise as a result of such payment, (B) after giving effect to such payment, (I) the Total Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Total Debt to EBITDA Ratio permitted under Section 7.14.2 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (y) 4.50:1.00, and (II) the Senior Debt to EBITDA Ratio, calculated on a pro forma basis for Borrowers’ most recently ended Computation Period for which the Loan Parties’ internal financial statements are available, will not exceed the lesser of (x) the maximum Senior Debt to EBITDA Ratio permitted under Section 7.14.1 as of the last day of the most recently ended Fiscal Quarter (or, for periods prior to April 30, 2015, as of April 30, 2015) and (y) 3.50:1.00, (C) the aggregate payments permitted in an aggregate amount any Fiscal Year of Borrowers shall not to exceed $500,000 7,500,000, (D) after giving effect to such payment, the sum of (I) the positive difference (if any) of Borrowing Availability minus Revolving Outstandings and (II) the amount of unrestricted cash and Cash Equivalent Investments of the Loan Parties on deposit in any fiscal yearaccounts for which a control agreement in favor of Agent to the extent required by Section 7.15 has been executed and is in effect, is at least $5,000,000; and (E) such payment is permitted under the Second Lien Documents and the organizational documents of Holdings.

Restricted Payments. No Borrower Credit Party shall, nor or shall it permit any of its Restricted Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of may make Restricted Payments to any Borrower to its parent entityor any Wholly Owned Subsidiary Guarantor; (b) each Borrower and each any Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests Restricted Payments pro rata to the holders of the Stock of such Person and any Borrower may issue common Ownership Interests upon Subsidiaries entitled to receive the conversion of subordinated Ownership Interestssame; (c) each any Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests make Restricted Payments in connection with the proceeds received from share repurchases required by the substantially concurrent issue of new common or subordinated Ownership Interests; director and employee compensation programs as described on Schedule (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f7.14) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and no violation (ii) the aggregate amount of Restricted Payments paid pursuant to this Section 7.14(c) does not exceed $5,000,000 in any Legal Requirement Fiscal Year; (including Section 17-607 d) cash payments by Visteon in lieu of the Delaware Revised Uniform Limited Partnership Actissuance of fractional shares upon the exercise of options in the ordinary course of business; (e) would result therefrom, the MLP may make other Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (i) no Default or Event of Default has occurred and is continuing or would result therefrom after giving pro forma Pro Forma Effect to such Restricted Payment and (ii) Excess Availability is at least $100,000,000 after giving effect to the making of such Restricted Payment; (f) with Restricted Payments used by Halla and its Subsidiaries to redeem or repurchase (including, without limitation, for cash) Stock from Halla’s existing equity-holders so long as (i) Visteon and its Restricted Subsidiaries, taken as a whole, continue to own not less than 51% of the covenants contained Section 6.20(a), Stock of Halla and continue to control the Borrowers shall have delivered an executed compliance certificate same ratio (or better) of board seats of Halla after any such transaction as Visteon and its Restricted Subsidiaries do on the Closing Date and (ii) such redemptions or repurchases are made in the form of Exhibit E evidencing such compliance accordance with Section 6.20(a)7.4; and (g) Borrowers and their Restricted Subsidiaries shall be permitted to make Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearaccordance with Section 2.3(f).

Restricted Payments. No Borrower shall, nor None of the Borrowers or Subsidiary Guarantors shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) any Subsidiary Guarantor may make Restricted Payments to a Borrower or another Subsidiary Guarantor (and, in the making case of dividends or distributions a Restricted Payment by any direct or indirect Whollya non-wholly owned Subsidiary of Guarantor, to any Borrower and any other Subsidiary Guarantor and to its parent entityeach other owner of Equity Interests of such Subsidiary Guarantor based on their relative ownership interests of the relevant class of Equity Interests); (b) each Borrower the Borrowers and each Subsidiary Guarantors may declare and make dividend payments or other distributions Restricted Payments payable solely in common or subordinated Ownership the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with Restricted Payments in an amount not to exceed the proceeds received from amount of Cash Flow Available for Distribution determined on the substantially concurrent issue date of new common or subordinated Ownership Interestssuch Restricted Payment to the extent Not Otherwise Applied; provided the Restricted Payment Conditions are satisfied at the time such Restricted Payments are made; provided further that there shall not be any Restricted Payment of any Target Shares made pursuant to this Section 7.06(c); (d) Restricted Payments that are made in (i) an amount equal to the MLP may make amount of Excluded Contributions previously received and the Borrower Representative elects to apply under this clause (d) or (ii) without duplication with the preceding clause (i), an amount equal to the proceeds distributed by the Acquired Business to any Borrower or Subsidiary Guarantor from a Disposition in respect of property or assets acquired by the Acquired Business after the Closing Date Distributionby means of an Excluded Contribution, in each case, to the extent Not Otherwise Applied; provided that there shall not be any Restricted Payment of any Target Shares made pursuant to this Section 7.06(d); (e) to the MLP extent constituting Restricted Payments, the Borrowers and the Subsidiary Guarantors may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty enter into and consummate transactions expressly permitted by any provision of Sections 7.02 (30other than Sections 7.02(c) days thereafterand (j)), 7.04 or 7.07 (other than Sections 7.07(d) or 7.07(i)); (f) so long as repurchases of Equity Interests in any Borrower (or any Parent Company thereof) or Subsidiary Guarantor, with respect to which no Default cash or Event other consideration is paid by such Borrower or Subsidiary Guarantor, deemed to occur upon exercise of Default has occurred and is continuing stock options or would result therefrom and no violation of any Legal Requirement (including Section 17-607 warrants if such Equity Interests represent a portion of the Delaware Revised Uniform Limited Partnership Actexercise price of such options or warrants; (g) would result therefrom, the MLP Borrowers and Subsidiary Guarantors may pay (or make Restricted Payments with respect to allow any other Parent Company thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of any Borrower (or of any Parent Company thereof) from any future, present or former employee, officer, director, manager or consultant of such Borrower (or any Parent Company of such Borrower) or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or pursuant to any fiscal quarter employee or director equity plan, employee, manager or director stock option plan or any other employee or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, manager, director, officer or consultant of a Borrower (or any Parent Company thereof) or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (g) shall not exceed $15,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: (i) to the extent contributed to any Borrower, the net cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests or Designated Equity Contributions) of any of such Borrower’s Parent Company, in each case to members of management, managers, directors or consultants of such Borrower, any of its Subsidiaries or any of its Parent Company that occurs after the Closing Date, to the extent net cash proceeds from the sale of such Equity Interests have been Not Otherwise Applied; plus (ii) the net cash proceeds of key man life insurance policies received by any Borrower or Subsidiary Guarantor; less (iii) the amount of any Restricted Payments previously made with the cash proceeds described in clause (i) and (ii) of this Section 7.06(g); (h) Restricted Payments in an aggregate amount not to exceed, when combined with prepayment of Indebtedness pursuant to Section 7.10(a)(iii), $10,000,000; (i) any Borrower may make Restricted Payments to any Parent Company of such Borrower: (i) to pay its operating costs and expenses incurred in the ordinary 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 Borrowers, the Subsidiary Guarantors and the Acquired Business and Transaction Expenses and any reasonable and customary indemnification claims made by directors, managers or officers of such parent attributable to the ownership or operations of the Borrowers, the Subsidiary Guarantors and the Acquired Business; (ii) the proceeds of which shall be used by such parent to pay franchise, excise and similar Taxes, and other fees and expenses, required to maintain its (or any of its Parent Companies’) corporate or other legal existence; (iii) with respect to any taxable period or portion thereof during which a Borrower is a passthrough entity (including a partnership or disregarded entity) for U.S. federal income tax purposes, payments or distributions by any Borrower to any member or partner of such Borrower on or prior to each estimated tax payment date as well as each other applicable due date, in an aggregate amount such that each member or partner (or its direct or indirect members or partners, if applicable) of a Borrower receives, in the aggregate for such period, payments or distributions not to exceed Available Cash such member or partner’s U.S. federal, state, and/or local income taxes (as applicable) attributable to its direct or indirect ownership of such Borrower and its Subsidiaries with respect to such fiscal quartertaxable period (assuming that such member or partner is subject to tax at the highest combined marginal U.S. federal, so long state, and local income tax rates (including any tax rate imposed on “net investment income” by Section 1411 of the Code) applicable to an individual or, if higher, a corporation, resident in New York City (for the avoidance of doubt, regardless of the actual rate applicable to such member or partner), determined by (A) taking into account (1) the alternative minimum tax, (2) any U.S. federal, state, and/or local (as applicable) loss carryforwards of such member or partner available from losses of such member or partner attributable to its direct or indirect ownership of such Borrower and its Subsidiaries for prior taxable periods to the extent such loss is of a character that would allow such loss to be available to reduce taxes in the current taxable period (taking into account any limitations on the utilization of such loss to reduce such taxes and to the extent such loss had not already been utilized), (3) the character (e.g., long-term or short-term capital gain or ordinary or exempt) of the applicable income, and (4) any adjustment to such member’s or partner’s taxable income attributable to its direct or indirect ownership of such Borrower and its Subsidiaries as a result of any tax examination, audit, or adjustment with respect to any period or portion thereof, and (B) not taking into account (1) the application of Section 199A of the Code, and (2) the deductibility of state and local income taxes for U.S. federal income tax purposes) (any such payments or distributions permitted under clause (ii), above, or this clause (iii), a “Permitted Tax Distribution”); (iv) to finance any Investment that would be permitted to be made pursuant to Section 7.02 if such parent were subject to such section; 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 Borrowers or the Subsidiary Guarantors or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrowers or the Subsidiary Guarantors in order to consummate such Investment (it being understood that such contribution or merger shall not build any other basket hereunder); (v) the proceeds of which shall be in compliance (after giving pro forma effect used to pay customary salary, bonus and other benefits payable to officers and employees of the Borrowers or any Parent Company of the Borrowers to the making extent such salaries, bonuses and other benefits are attributable to the ownership or operation of such Restricted Payment) with the covenants contained Section 6.20(a)Borrowers, the Subsidiary Guarantors and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)Acquired Business; and (gvi) Restricted Payments the proceeds of which shall be used by any Parent Company of any Borrower to officerspay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by such parent (or any Parent Company thereof) that is directly attributable to the operations of the Borrowers, directors the Subsidiary Guarantors and employees pursuant to employment the Acquired Business; and (j) the Borrowers or benefit plans the Subsidiary Guarantors may (a) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or agreements combination thereof or any Investment permitted under Section 7.02 and (b) honor any conversion request by a holder of convertible Indebtedness and make cash payments in an aggregate amount not to exceed $500,000 lieu of fractional shares in connection with any fiscal yearsuch conversion and may make payments on convertible Indebtedness in accordance with its terms.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit directly or indirectly, any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsRestricted Payment, or incur any obligation (iicontingent or otherwise) directly or indirectly purchaseto do so, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept that: (a) the making Borrower may (i) make Restricted Payments in the form of dividends Equity Interests (other than Disqualified Equity Interests) of the Borrower and (ii) redeem in whole or distributions by in part any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entityEquity Interests for another class of Equity Interests (other than Disqualified Equity Interests) of the Borrower; (b) the Borrower may make repurchases or redemptions of its Equity Interests issued to directors, officers, or employees of the Borrower or any Subsidiary in an amount not exceeding $750,000 in the aggregate for any Fiscal Year (with no carryover of unused amounts to subsequent Fiscal Years); provided no Event of Default shall have occurred and be continuing or would result therefrom; (c) each Borrower Loan Party and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership the Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership InterestsPerson; (d) a Restricted Subsidiary may pay dividends (or, in the MLP may make case of any partnership or limited liability company, any similar distribution) to the Closing Date Distributionholders of its Equity Interests on a pro rata basis; (e) the MLP Borrower and its Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management, employees and service providers of the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafterBorrower and its Subsidiaries; (f) so long as no Default or Event the Borrower may redeem its Equity Interests pursuant to a Grantor Trust Equity Transfer; provided that the amount of Default has occurred and is continuing or would result therefrom and no violation of Cash distributed in any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter in an aggregate amount such redemptions shall not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate $500,000 in the form of Exhibit E evidencing such compliance with Section 6.20(a)aggregate; and (g) Restricted Payments to officers, directors and employees pursuant to employment shall be permitted for the purpose of consummating a Holding Company Transaction or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yearQualified Public Offering Reorganization Transactions.

Restricted Payments. No The Parent Borrower shallwill not, nor shall it and will not permit any of its Subsidiaries to, (i) declare or pay any dividends dividend on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Global Group Member, whether now or hereafter outstanding, or make any other distributions distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any class or series of its equity interestsGlobal Group Member (collectively, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted PaymentPayments”); provided, however, that the foregoing shall not operate to prevent: except (a) the making of dividends Parent Borrower or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to may make Restricted Payments in its parent entity; common stock, (b) each Borrower and each any Subsidiary may declare and make dividend payments Restricted Payments to the Parent Borrower or any other distributions payable solely in common or subordinated Ownership Interests Subsidiary that is a Wholly-Owned Subsidiary of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; Parent Borrower, (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Parent Borrower may make Restricted Payments not to exceed US$50,000,000 in the aggregate during any fiscal year, commencing with respect the fiscal year ending December 31, 2008, provided, that (i) such amount shall be increased to (x) US$100,000,000 as of the first date on which the Consolidated Leverage Ratio is equal to or less than 2.75 to 1.00 and (y) US$150,000,000 as of the first date on which the Consolidated Leverage Ratio is equal to or less than 2.50 to 1.00 and (ii) this restriction (on the annual amount of such Parent Borrower Restricted Payments) shall cease to be applicable as of the first date on which the Consolidated Leverage Ratio is equal to or less than 2.00 to 1.00, (d) the Parent Borrower may purchase fractional shares of its common stock arising out of stock dividends, splits or combinations or business combinations, (e) Restricted Payments by the Parent Borrower and its Subsidiaries pursuant to any fiscal quarter transaction permitted by Section 7.4, (f) any non-Wholly-Owned Subsidiary of the Parent Borrower may declare and pay cash dividends to its equity holders generally so long as the Parent Borrower or its respective Subsidiary 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 dividends and taking into account the relative preferences, if any, of the various classes of equity interest of such Subsidiary), (g) the payment of regularly scheduled dividends on (including dividends for cash) any preferred stock of the Canadian Borrower, or the repurchase, redemption or other acquisition or retirement for value in an aggregate amount not to exceed Available Cash with respect to such fiscal quarterC$35,000,000 of any preferred stock of the Canadian Borrower, so long as (h) the Borrowers shall be in compliance (after giving pro forma effect repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Parent Borrower or any Subsidiary held by any future, present or former directors, officers, members of management, employees or consultants of the Parent Borrower or any of its Subsidiaries or their respective estates, heirs, family members, spouses or former spouses pursuant to the making terms of any employee equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such Restricted Paymentrepurchased, redeemed, acquired or retired Capital Stock in any fiscal year (other than any such Capital Stock repurchased, redeemed, acquired or retired in compensation for any taxes due or payable by the holder thereof) with will not exceed (x) US$15,000,000 or the covenants contained Section 6.20(a)Canadian Dollar Equivalent thereof for the fiscal year ending December 31, 2007 and (y) US$5,000,000 per year or the Borrowers shall have delivered an executed compliance certificate in Canadian Dollar Equivalent thereof for each fiscal year ending thereafter, (i) the form payment of Exhibit E evidencing such compliance with Section 6.20(a); and regularly scheduled dividends on (gincluding dividends for cash) Restricted Payments to officersany preferred stock of Domtar (Canada) Paper Inc., directors and employees pursuant to employment or benefit plans the repurchase, redemption or agreements other acquisition or retirement for value in an aggregate amount not to exceed $500,000 US$1,000,000 or C$1,100,000 of any preferred stock of Domtar (Canada) Paper Inc. and (j) the acquisition of Capital Stock transferred to, or deemed to be acquired by, the Parent Borrower or any Subsidiary in payment of all or any fiscal yearportion of the exercise price of options or warrants the issuance of which is not prohibited by this Agreement.

Restricted Payments. No Borrower shallEach Obligor will not, nor shall will it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) agree to pay or make, directly or indirectly purchaseindirectly, redeemany Restricted Payment, or otherwise acquire any bonus or retire any of its equity interests or any warrantsincentive awards payments to Global Partners, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent:except that (a) any Obligor and any of its Subsidiaries may make Restricted Payments to, directly or indirectly, purchase its Equity Interests (including related stock appreciation rights, restricted stock units or similar securities) from its present or former officers, partners, members, directors, consultants, agents or employees (or their estates, family members or former spouses) upon the making death, disability, retirement or termination of dividends the applicable officer, partner, member, director, consultant, agent or distributions by employee or pursuant to any direct equity subscription agreement, stock option or indirect Whollyequity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement; provided that the aggregate amount of payments under this clause (a) in any fiscal year of the Borrowers shall not exceed the sum of $10,000,000 (which shall increase to $20,000,000 after the Qualified IPO Date) plus (ii) any proceeds received from key man life insurance policies plus (iii) the amount of any bona fide cash bonuses otherwise payable to members of management, directors or consultants of the Obligors and their Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Equity Interests the fair market value of which is equal to or less than the amount of such cash bonuses; provided further that any Restricted Payments permitted (but not made) pursuant to this clause (a) in any prior fiscal year may be carried forward to any subsequent calendar year; (b) any Subsidiary of any Obligor may make Restricted Payments to any wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsObligor; (c) each Borrower any Subsidiary of the Obligors may make distributions to its limited partners and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests other Subsidiaries of the Obligors pursuant to and in accordance with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestssuch Subsidiary’s organizational documents; (d) the MLP Borrowers may make Restricted Payments from Carried Interest received by the Closing Date DistributionBorrowers so long as, immediately before and after giving effect to such Restricted Payment, no Payment Default or Event of Default shall have occurred and be continuing; (e) the MLP any Obligor may make the Over-Allotment Distribution on the Effective Date and/or from time bonus or incentive awards payments to time within thirty (30) days thereafterany Global Partner so long as, immediately before and after giving effect to such payment, no Event of Default shall have occurred and be continuing; (f) so long in respect of any period during which any Obligor qualifies as a partnership for U.S. federal and state income tax purposes, such Obligor shall be permitted to distribute to owners of any Equity Interests thereof with respect to each fiscal year of such Obligor an aggregate cash amount equal to the product of (a) the amount of taxable income allocated by such Obligor to such owners for such fiscal year, as reduced by any available carryforwards of net operating losses, capital losses, and similar items (collectively, “Available Carryforwards”), but, in respect of any fiscal year ending after the Amendment Effective Date, only to the extent such Available Carryforwards arise out of a loss or similar item realized by such Obligor on or after Amendment Effective Date, calculated by assuming that each such owner elects to carry forward such items and that such owner’s only income, gain, deductions, losses and similar items are those allocated to such owner by such Obligor and taking into account such limitations as the limitation on the deductibility of capital, multiplied by (b) the highest effective combined federal, state and local income tax rate applicable during such Fiscal Year to a natural person residing in New York, New York taxable at the highest marginal federal income tax rate and the highest marginal income tax rates (after giving effect to the federal income tax deduction for such State and local income taxes and without taking into account the effects of Sections 67 and 68 of the Code), provided that (i) any such payment shall be permitted only if, immediately before and after giving effect to such payment, no Payment Default or Bankruptcy Event of Default has shall have occurred and is be continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Actii) would result therefrom, the MLP may make Restricted Payments with respect to any fiscal quarter year ending after the Amendment Effective Date, the amount of taxable income referred to in clause (a) above shall only be reduced by an amount equal to 75% of Available Carryforwards; (g) the Obligors may make a Restricted Payment to the owners of Equity Interests thereof in an amount equal to the excess of (i) the aggregate amount of actual tax payments made by the Affected Carlyle Owners for the fiscal year 2009 over (ii) the aggregate amount of distributions previously made to the Affected Carlyle Owners pursuant to Section 7.06(f) of the Existing Credit Agreement for such fiscal year, provided that (i) such Restricted Payment shall be permitted only if, immediately before and after giving effect to such Restricted Payment, no Payment Default or Bankruptcy Event of Default shall have occurred and be continuing and (ii) only one such Restricted Payment shall be permitted pursuant to this paragraph (g); (i) any Obligor may make Restricted Payments in the form of Equity Interests of such Obligor and (ii) any Subsidiary of any Obligor may make Restricted Payments to any Obligor or any Subsidiary of any Obligor in the form of Equity Interests of such Subsidiary; (i) any Obligor or any of their Subsidiaries may make bonus payments on account of Carried Interest received from Carlyle Japan Partners II, L.P. (or any successor fund with a similar organization) in lieu of Carried Interest; provided that any such distribution may be made only to the extent that a distribution could have been made under clause (d) above; (j) any Obligor or any of their Subsidiaries may make Restricted Payments on account of Deal Team Interest to members, partners, employees, contractors or advisors of the Borrowers or any of their Affiliates; (k) the Obligors may make Restricted Payments from the Net Cash Proceeds of any sale or sales of Equity Interests of the Obligors; (l) the Obligors or any of their Subsidiaries may make Investments permitted pursuant to Section 7.05(j); (m) the Obligors may make a Restricted Payment from the Net Cash Proceeds of any incurrence of Subordinated Indebtedness; (n) any Subsidiary that is not wholly-owned by the Obligors may make a Restricted Payment to exceed Available Cash the holders of the Equity Interests in such Subsidiary on a pro rata basis for all such holders with respect to such fiscal quarter, so long as both the Borrowers shall be in compliance (after giving pro forma effect to the making amount and form of such Restricted Payment; (o) with the covenants contained Obligors may make a Restricted Payment of the type described in Section 6.20(a)6.08(b)(i) from (i) the proceeds of any Revolving Credit Loan to the extent permitted by Section 6.08(b) and (ii) cash and Permitted Investments, the source of which is business operations and not from the Borrowers shall have delivered an executed compliance certificate in the form incurrence of Exhibit E evidencing such compliance with Section 6.20(a)any Indebtedness; and (gp) the Obligors may make Restricted Payments (other than a Restricted Payment of the type described in Section 6.08(b)(i)) required to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal yeareffect the Company Reorganization.

Restricted Payments. No Borrower shallDeclare or make, nor shall it permit any of its Subsidiaries to, (i) declare or pay any dividends on or make any other distributions in respect of any class or series of its equity interests, or (ii) directly or indirectly purchaseindirectly, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”); provided, however, that the foregoing shall not operate to preventexcept: (a) the making of dividends or distributions by each Loan Party and each Americas Subsidiary may make Restricted Payments to any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entityLoan Party; (b) each Borrower the Loan Parties and each Americas Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests(other than Disqualified Stock not otherwise permitted by Section 7.03); (c) each Borrower and each Americas Subsidiary that is not a Loan Party may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interestsmake Restricted Payments to any other Americas Subsidiary that is not a Loan Party; (d) the MLP Parent may make pay for and otherwise effect the Closing Date Distributionrepurchase, retirement or other acquisition or retirement for value of Equity Interests of the Parent by any employee, director or officer of the Parent or any of its Subsidiaries pursuant to any equity plan, stock option plan or any other benefit plan or any agreement with any employee, director or officer of the Parent or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (d) shall not exceed $1,000,000 in any calendar year; (e) the MLP any Loan Party and each Americas Subsidiary may (i) pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof or any Permitted Investment and (ii) honor any conversion request by a holder of convertible Indebtedness and make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereaftercash payments in lieu of fractional shares in connection with any such conversion; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Canadian Subsidiary may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, direct or indirect Subsidiary of the Parent so long as the Borrowers shall be in compliance (after giving pro forma effect an amount equal to the making of such Restricted Payments made by such Canadian Subsidiary is transferred to a Domestic Loan Party substantially concurrently with such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) if the Payment Conditions are satisfied, the Loan Parties and each Americas Subsidiary may make Restricted Payments in addition to officers, directors and employees pursuant to employment or benefit plans or agreements those set forth in an aggregate amount not to exceed $500,000 in any fiscal yearclauses (a) through (f) above.

Restricted Payments. No Borrower shallCredit Party will, nor shall it and will not permit any of its Subsidiaries Restricted Subsidiary to, (i) declare declare, pay or pay any dividends on or make any other distributions in respect of any class or series of its equity interestsmake, or (ii) agree to pay or make, directly or indirectly purchaseindirectly, redeemany Restricted Payment, except that, provided that no Default or otherwise acquire Event of Default shall have occurred and be continuing before or retire immediately after any of its equity interests the following, the Credit Parties may make the following Restricted Payments (and for greater certainty, subject to the occurrence and continuance of a Default or any warrantsan Event of Default, options, or similar instruments to acquire the same (exceptions listed below are each a “Restricted Payment”); provided, however, that the foregoing shall not operate to prevent:permitted payments): (a) the making of Borrower may declare and pay dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower with respect to its parent entityEquity Securities; (b) each Borrower and each any Restricted Subsidiary may declare and make dividend payments pay dividends to the Borrower or other distributions payable solely in common or subordinated Ownership Interests of such Person any wholly-owned Restricted Subsidiary and any Borrower wholly-owned Restricted Subsidiary may issue common Ownership Interests upon the conversion of subordinated Ownership Interestsredeem or repurchase its own Equity Securities; (c) each the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans, profit sharing plans and/or other benefit plans for management or employees of the Borrower and each Subsidiary may purchaseits Subsidiaries, redeem or otherwise acquire its Ownership Interests with provided that the proceeds received from aggregate amount of cash payments made by the substantially concurrent issue of new common or subordinated Ownership InterestsBorrower and the Subsidiaries in any Fiscal Year pursuant to all such stock option plans, profit sharing plans and other compensation benefit plans shall not exceed Cdn.$2,000,000; (d) the MLP Borrower may make pay to the Closing Date DistributionParent any amounts required to pay income taxes on earnings attributed from the Borrower’s business to the Parent; (e) the MLP Borrower may make payments of (i) interest under the Over-Allotment Distribution on Parent Subordinated Debt at any time and (ii) principal under the Effective Date and/or from time to time within thirty (30) days thereafterParent Subordinated Debt; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Section 17-607 of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP Borrower may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as the Borrowers shall be in compliance (after giving pro forma effect payment to the making Parent which is permitted by any of such Restricted Payment) with the covenants contained Section 6.20(aSections 6.7(d), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a(e) or (f); and; (g) Restricted Payments the Borrower may distribute any amount to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 the Parent in any fiscal yearFiscal Year.

Restricted Payments. No Borrower shall, nor shall it (i) Make or permit any of its Subsidiaries toto make, directly or indirectly, any Restricted Payment or Restricted Investment, except that, so long as no Default or an Event of Default shall have occurred and be continuing, BMCA may make, and may permit any of its Subsidiaries to make, directly or indirectly, any Restricted Payment or Restricted Investment so long as, at the time of such Restricted Payment or Restricted Investment and immediately after giving effect thereto, the aggregate amount of Restricted Payments made since the Closing Date and the aggregate amount of Restricted Investments made since the Closing Date and then outstanding (ithe amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of BMCA in good faith as of the date of payment or investment) declare shall not exceed (when combined with all Restricted Payments and Restricted Investments since January 1, 2001) the sum of: (a) 50% of the cumulative Consolidated Net Income (or pay minus 100% of the cumulative Consolidated Net Loss) of BMCA accrued during the period beginning January 1, 2001 and ending on the last day of the most recently completed fiscal quarter for which financial statements are available (treating such period as a single accounting period); (b) 100% of the net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of BMCA in good faith, as evidenced by a board resolution, received by BMCA from any dividends on Person (other than a Subsidiary of BMCA) from the issuance and sale subsequent to July 26, 2004 of Equity Interests of BMCA (other than Redeemable Equity Interests) or make any other distributions as a capital contribution; provided that, if the value of the non-cash consideration or contribution is in respect excess of $50,000,000, BMCA shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of BMCA or such Subsidiary, in their capacity as such (the determination as to the value of any class non-cash consideration referred to in this clause (B) to be made by such investment banking firm), and such opinion shall have been delivered to the Administrative Agent; (c) with respect to Restricted Investments made by any Loan Party after July 26, 2004, an amount equal to the net reduction in such Restricted Investments in any Person resulting from repayments of loans or series advances, or other transfers of assets, in each case to any Loan Party or from the net cash proceeds from the sale or other disposition of any such Restricted Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Consolidated Net Income (Loss)), or from designation of any Non-Recourse Subsidiary as a Loan Party, not to exceed, in each case, the amount of Restricted Investments previously made by the Loan Parties in such Person or Non-Recourse Subsidiary after July 26, 2004; (d) 100% of the net cash proceeds received by BMCA from the exercise of options or warrants on BMCA’s Equity Interests (other than Redeemable Equity Interests) since July 26, 2004; (e) 100% of the net cash proceeds received by BMCA from the conversion into Equity Interests (other than Redeemable Equity Interests) of convertible Debt or convertible Preferred Interests issued and sold (other than to a Subsidiary of BMCA) since July 26, 2004; and (f) $60,000,000. The designation by BMCA or any of its equity interests, or Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by BMCA in an amount equal to the outstanding Investments made by BMCA and its Subsidiaries in such Person being designated a Non-Recourse Subsidiary at the time of such designation. (ii) directly Section 5.02(g)(i) shall not prevent the following, as long as no Default or indirectly purchaseEvent of Default shall have occurred and be continuing (or would result therefrom other than pursuant to Section 5.02(g)(i): (a) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with Section 5.02(g)(i); (b) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by BMCA from the substantially concurrent sale of its common stock (other than to a Subsidiary of BMCA); provided that such net cash proceeds so utilized shall not be included in paragraph (a) in determining the amount of Restricted Payments or Restricted Investments BMCA could make under Section 5.02(g)(i); (c) cumulative Investments in Non-Recourse Subsidiaries not in excess of $50,000,000 in the aggregate from July 26, redeem2004 determined as of the date of the Investment (the amount so expended, if other than cash, to be determined by BMCA’s Board of Directors, as evidenced by a board resolution); and (d) repurchases of Equity Interests of BMCA, in each case from employees, former employees or otherwise acquire directors of BMCA or retire any of its equity interests or Subsidiaries (other than any warrants, options, or similar instruments to acquire the same (each a “Restricted Payment”Permitted Holder); provided, however, that the foregoing shall not operate to prevent: (a) the making aggregate amount of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower to its parent entity; (b) each Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in common or subordinated Ownership Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership Interests; (c) each Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Interests with the proceeds received from the substantially concurrent issue of new common or subordinated Ownership Interests; Restricted Payments made under this clause (d) the MLP may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution on the Effective Date and/or from time to time within thirty (30) days thereafter; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of shall not exceed $3,000,000 in any Legal Requirement (including Section 17-607 Fiscal Year; provided, further, that if any portion of the Delaware Revised Uniform Limited Partnership Act) would result therefrom, the MLP may make aggregate amount of Restricted Payments with respect permitted to any fiscal quarter be made pursuant to this clause (d) shall not be made in an aggregate a Fiscal Year, Restricted Payments pursuant to this clause (d) in amount not to exceed Available Cash with respect to such fiscal quarterunused portion may be made in the subsequent Fiscal Year in addition to all other Restricted Payments permitted to be made pursuant to this clause (d) in that Fiscal Year. Restricted Payments or Restricted Investments made pursuant to clause (b), so long as (c) or (d) of this clause (ii) shall not be deducted in determining the Borrowers shall be amount of Restricted Payments or Restricted Investments made or then outstanding under Section 5.02(g)(i). For purposes of determining compliance with this Section 5.02(g), in the event that a Restricted Payment meets the criteria of more than one of the types of Restricted Payments described above, BMCA in its sole discretion, may order and classify such Restricted Payment in any manner in compliance (after giving pro forma effect to the making of such Restricted Payment) with the covenants contained this Section 6.20(a5.02(g), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a); and (g) Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount not to exceed $500,000 in any fiscal year.

Restricted Payments. No Borrower shallDeclare or make, nor directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall it permit have occurred and be continuing at the time of any of its Subsidiaries toaction described below or would result therefrom: (a) each Subsidiary may make Restricted Payments to the Borrower, (i) declare or pay any dividends on or make the Guarantors and any other distributions Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of any class or series of its equity interests, or (ii) directly or indirectly purchase, redeem, or otherwise acquire or retire any of its equity interests or any warrants, options, or similar instruments to acquire the same (each a “which such Restricted Payment”)Payment is being made; provided, however, that in the foregoing case of any Restricted Payments to Lariat Services, Inc., the aggregate amount of such Restricted Payments shall not operate to prevent: exceed (ai) $1,000,000 less (ii) the making aggregate amount of dividends or distributions by any direct or indirect Wholly-owned Subsidiary of any Borrower Investment in Lariat made pursuant to its parent entitySection 7.02(c); (b) each the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or subordinated Ownership other common Equity Interests of such Person and any Borrower may issue common Ownership Interests upon the conversion of subordinated Ownership InterestsPerson; (c) each the Borrower and each Subsidiary may purchase, redeem or otherwise acquire its Ownership Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or subordinated Ownership other common Equity Interests; (d) (i) so long as no Event of Default exists, the MLP Borrower may make the Closing Date Distribution; (e) the MLP may make the Over-Allotment Distribution pay regular cash dividends on the Effective Date and/or from time Preferred Stock and make cash payments pursuant to time within thirty Section 6(f) of the Certificate of Designations for the Preferred Stock; (30) days thereafter; (fii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom and no violation of any Legal Requirement (including Borrowing Base Deficiency exists, the Borrower may make cash payments pursuant to Section 17-607 7(a) or 9(e) of the Delaware Revised Uniform Limited Partnership ActCertificate of Designations for the Preferred Stock; and (iii) would result therefrom, the MLP Borrower may make Restricted Payments with respect to any fiscal quarter in an aggregate amount not to exceed Available Cash with respect to such fiscal quarter, so long as payment-in-kind dividends on the Borrowers shall be in compliance (after giving pro forma effect to Preferred Stock and issue its common stock upon conversion of the making of such Restricted Payment) with the covenants contained Section 6.20(a), and the Borrowers shall have delivered an executed compliance certificate in the form of Exhibit E evidencing such compliance with Section 6.20(a)Preferred Stock; and (ge) the Borrower and each Subsidiary may repurchase Equity Interests held by an employee, officer or director upon termination of employment; provided that the aggregate amount of such Restricted Payments to officers, directors and employees pursuant to employment or benefit plans or agreements in an aggregate amount shall not to exceed $500,000 in any fiscal year$ 500,000.