Common use of Restricted Payments Clause in Contracts

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control.

Restricted Payments. The Issuers Borrower shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly: , declare, order, pay or make any sum for any Restricted Payment except for: (a) declare Restricted Payments by the Borrower to any Guarantor; (b) Restricted Payments by (i) any Subsidiary of the Borrower to the Borrower or pay any dividend Guarantor or make (ii) any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (c) Restricted Payments by any Subsidiary that is not a Wholly-Owned Subsidiary to the Borrower or any Guarantor and to any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of equity interests in such Subsidiary to the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as extent (i) such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) Restricted Payments are made pro rata among the holders of the Issuers equity interests in such Subsidiary or any Subsidiary (ii) pursuant to the terms of the Issuers joint venture or payable other distribution agreement for such Subsidiary in form and substance approved by the Administrative Agent (such approval not to the Issuers be unreasonably withheld or a Subsidiary delayed); (d) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalents of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers Borrower or any of its Subsidiaries)Subsidiaries (i) made solely with the proceeds received from the exercise of any warrant or option or (ii) that is deemed to occur upon the cashless exercise of stock options or warrants; (e) the repurchase, redemption or other acquisition or retirement for value of any Stock or Stock Equivalents of the Borrower or any Subsidiary held by any current or former officer, director or employee pursuant to any equity-based compensation plan, equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in an aggregate amount not to exceed $10,000,000 in any Fiscal Year; and (cf) make any payment on or with respect toso long as no Default exists, or purchasewould result therefrom, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment Borrower may make Restricted Payments of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth type described in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; definition thereof (c) the payment of any dividend by NLC or a Subsidiary including Restricted Payments of the Issuers type described in clause (e) of this Section that are in excess of the aggregate amount permitted in clause (e) of this Section), in an aggregate amount not to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change exceed $50,000,000 in Control offer to repurchase the Senior Notes after a Change in Controlany Fiscal Year.

Restricted Payments. The Issuers shall Borrower will not, and shall will not permit any of their its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly: (a) declare or pay , any dividend or make on any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any class of its Subsidiaries); (c) Capital Stock, or make any payment on or with respect toaccount of, or set apart assets for a sinking or other analogous fund for, the purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of, any shares of Capital Stock or Indebtedness subordinated to the Obligations of the Borrower or any Guarantee thereof or any options, warrants, or other rights to purchase such Capital Stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) Restricted Payments payable by the Borrower solely in shares of any Subordinated Notes in exchange forclass of its common stock, (ii) Restricted Payments made by any Subsidiary to (x) the Borrower or to another Subsidiary, on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by the Borrower and other wholly owned Subsidiaries and (y) such other shareholders of such non-wholly owned Subsidiary, (iii) repurchases of shares of Capital Stock and options, warrants, or out other rights to purchase shares of Capital Stock permitted by Section 7.4(f), (iv) other Restricted Payments made by the Borrower or a Restricted Subsidiary (including cash dividends and distributions paid on the Capital Stock of the net cash proceeds Borrower); provided, for the purpose of this clause (iv) that at the substantially concurrent sale time such dividend or distribution is paid or Restricted Payment is made and after giving effect thereto (x) no Default or Event of Default has occurred and is continuing nor would occur and (y) the Borrower would be in compliance with the financial covenants contained in Article 6 (other than to a Subsidiary of the IssuersSection 6.3) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata forma basis; , (v) Restricted Payments made by the Borrower or a Restricted Subsidiary pursuant to employee and/or director stock plans or employee and/or director compensation plans, including cash incentive bonuses and acquisitions (or withholding) of its Capital Stock pursuant to any such plan in satisfaction of withholding or similar taxes payable by any present or former officer, employee, director or member of management and (dvi) in the making case of a Change in Control offer any Indebtedness subordinated to repurchase the Senior Notes after a Change in ControlObligations of the Borrower or any Guarantee thereof, payments permitted by any subordination agreement or other subordination terms reasonably acceptable to the Administrative Agent. Notwithstanding anything to the contrary herein, this Section 7.5 shall not prohibit the consummation of any Restricted Payment, if as of the date of the delivery of irrevocable and legally effective notice or declaration thereof, such Restricted Payment would have been permitted under this Section 7.5.

Restricted Payments. The Issuers shall Company will not, and shall will not permit any of their its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly: (a) declare or pay , any dividend or make on any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any class of its Subsidiaries); (c) stock or other equity interests, or make any payment on or with respect toaccount of, or set apart assets for a sinking or other analogous fund for, the purchase, redeemredemption, defease retirement, defeasance or otherwise acquire other acquisition of, any shares of common stock or retire for value any other equity interests or Indebtedness that is subordinated to the Notesobligations of the Issuers under the Notes or any options, warrants, or other rights to purchase such common stock or other equity interests or such subordinated Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except a for (i) dividends payable by the Company solely in shares of any class of its common stock, (ii) Restricted Payments made by any Subsidiary to any Obligor, (iii) the payment by the Company or any Subsidiary thereof of interest the “Merger Consideration” (as such term is defined in the Closing Date Acquisition Agreement) to the holders of record of any “Company Units” (as such term is defined in the Closing Date Acquisition Agreement) and the payment by the Company or principal any Subsidiary thereof of the “Blocker Merger Consideration” (as such term is defined in the Closing Date Acquisition Agreement) to the “Blocker Owners” (as such term is defined in the Closing Date Acquisition Agreement), in each case pursuant to the terms of the Closing Date Acquisition Documents, (iv) repayment in full by the Company or the Dent-A-Med Entities of any existing subordinated Indebtedness of the Dent-A-Med Entities on the Second Amendment Effective Date in connection with the Company’s acquisition of the Dent-A-Med Entities and premium, if any, at (v) other Restricted Payments made by the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth Company in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So cash so long as (x) no Default or Event of Default has occurred and is continuing or would be caused therebyresult therefrom and (y) after giving effect to the payment thereof on a [pro forma basis]Pro Forma Basis, the preceding provisions shall not prohibit: (a) Company and its Subsidiaries would be in compliance with the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes financial covenants in exchange for, or out paragraphs 6A and 6B measured as of the net cash proceeds last day of the substantially concurrent sale (other than most recently ended fiscal quarter for which financial statements are required to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlhave been delivered hereunder.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Subordinated Notes after a Change in Control.

Restricted Payments. The Issuers shall Borrower will not, and shall will not permit any of their Subsidiaries Subsidiary to, directly or indirectly: (a) declare or pay any dividend (other than dividends payable solely in common or ordinary Capital 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 any Secured Loan Party, whether now or hereafter outstanding, or make any other payment distribution in respect thereof, either directly or distribution on account indirectly, whether in cash or property or in obligations of any Secured Loan Party, other than in respect of any purchase, redemption, defeasance or retirement or other acquisition of any Capital Stock of the Issuers' Borrower, Canadian New Holdings, Holdings, or Canadian Acquisitionco in respect of any Permitted Restructuring Transaction (any such payment, a “Restricted Payment”), except that: (a) the Borrower may make Restricted Payments in the form of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any common shares of their Subsidiaries) or to the direct or indirect holders Capital Stock of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such Borrower; (other than dividends or distributions payable in Equity Interests (other than Disqualified Stockb) of the Issuers Borrower or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchasemay redeem, redeem or otherwise acquire or retire for value or may repurchase (includingor may make loans, without limitationdistributions or advances to effect the same) shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, or any executive or employee savings or compensation plans, or, in connection with any merger each case to the extent applicable, their respective estates, spouses, former spouses or consolidation involving the Issuers) any Equity Interests of the Issuers family members or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); permitted transferees; (c) any Subsidiary may make any payment on Restricted Payments to its direct parent or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest Borrower or principal and premium, if any, at the Stated Maturity thereof; or any Wholly Owned Subsidiary Guarantor; (d) any JV Subsidiary may make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred Payments required or permitted to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, made pursuant to the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out terms of the net cash proceeds joint venture arrangements of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a Capital Stock provided that, the Borrower and its Subsidiaries have received their pro rata basis; portion of such Restricted Payments. (e) Restricted Payments may be made for each calendar month in which (i) the requirements of Section 7.26 have been satisfied for the prior calendar month and through the date of any proposed Restricted Payment, (ii) Chrysler Group LLC’s EBITDA exceeds $0.00 for the four most recently completed calendar quarters, and (diii) the making contemplated Restricted Payment would not cause the Borrower to be in violation of a Change Section 7.26. (f) The Borrower and each of the Loan Parties may make Restricted Payments of Capital Stock in Control offer to repurchase the Senior Notes after a Change in Controlrespect of any Permitted Restructuring Transaction.

Restricted Payments. The Issuers shall MLP and the Borrower will not, and shall will not permit any of their Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly: , any Restricted Payment, except: (a) declare Restricted Payments by the MLP up to the amount of Available Cash; provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (a), (i) no Default or pay Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test, as demonstrated by a Pro Forma Compliance Certificate delivered to the Administrative Agent; (b) Restricted Payments made by (i) the Borrower to the MLP, and (ii) any dividend Restricted Subsidiary to the Borrower or make any other payment or distribution on account to another Restricted Subsidiary that is a wholly-owned Subsidiary of the Issuers' Borrower; (c) Restricted Payments made by any Restricted Subsidiary to the owners of the Capital Stock of such Restricted Subsidiary, pro rata based on the ownership of Capital Stock of such Restricted Subsidiary; (d) Restricted Payments payable by the MLP, the Borrower or any Restricted Subsidiary solely in interests of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (its Capital Stock other than Disqualified Capital Stock; (e) repurchases, redemptions or other acquisitions or retirements for value of the Issuers (or any Subsidiary of the Issuers or payable Restricted Payment to the Issuers or a Subsidiary of MLP to permit the Issuers); (b) purchaseMLP to repurchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuersretire) any Equity Interests Capital Stock of the Issuers MLP, the Borrower or any of their its Restricted Subsidiaries held by any Person current or former officer, director, consultant, or employee of the MLP, the Borrower or any Subsidiary of the Borrower or, to the extent such Capital Stock was issued as compensation for services rendered on behalf of the MLP, the Borrower or any other Loan Party, any employee of the MLP, pursuant to any equity subscription agreement, stock option agreement, shareholders’, members’ or partnership agreement or similar agreement, plan or arrangement or any Plan and the Borrower and Restricted Subsidiaries may declare and pay Restricted Payments to the MLP, the Borrower or any other Restricted Subsidiary of the Borrower the proceeds of which are used for such purposes; provided, that the aggregate amount of such purchases or redemptions in cash under this Section 7.5(e) shall not exceed in any fiscal year $5,000,000 (other than plus the Issuers amount of net proceeds received by the MLP or the Borrower during such calendar year from sales of Capital Stock of the MLP to directors, consultants, officers or employees of the MLP, the Borrower or any of its SubsidiariesAffiliates in connection with permitted employee compensation and incentive arrangements); provided that both before and after giving effect to any Restricted Payment made pursuant to this subsection (ce), (i) make no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (f) payment of management fees permitted to be paid pursuant to Section 7.7; provided that both before and after giving effect to any payment on Restricted Payment made pursuant to this subsection (f), (i) no Default or Event of Default shall have occurred or be continuing and (ii) the Borrower shall be in compliance with the Incurrence Test; (g) any payments of principal and interest with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any to Indebtedness that is subordinated in right of payment to the NotesObligations, except a payment of interest or principal and premium, if any, at but only to the Stated Maturity thereof; or (d) make any Restricted Investment (all extent that such payments are permitted pursuant to the applicable subordination agreement and other actions set forth in these clauses payments of principal, interest, fees and premiums thereon funded with proceeds of a Permitted Refinancing permitted pursuant to Section 7.1; and (ah) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused therebythe MLP, the preceding provisions shall not prohibit: (a) Borrower and the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than Restricted Subsidiaries may make Restricted Payments to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) allow the payment of any dividend by NLC or a Subsidiary cash in lieu of the Issuers to issuance of fractional shares upon the holders exercise of its Equity Interests on a pro rata basis; and (d) options or, warrants or rights or upon the making conversion or exchange of a Change in Control offer to repurchase or into Capital Stock of the Senior Notes after a Change in ControlMLP.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly Pay or indirectly: (a) declare or enter into any agreement to pay any dividend or otherwise become obligated to make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (includingRestricted Payment, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than (i) dividends or distributions payable solely in additional shares of common stock of LGEC, (ii) conversion of Permitted Preferred Stock into common stock of LGEC, (iii) dividends on Permitted Preferred Stock which are paid solely in additional shares of Permitted Preferred Stock, provided that cash dividends on Permitted Preferred Stock that was issued prior to the execution of the Merger Agreement will be permitted so long as at the time of such payment and after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (iv) payments (a) for the repurchase, redemption, acquisition, cancellation or other retirement for value of the Equity Interests of LGEC held by former managers and employees of a Credit Party or its Subsidiaries (other than Disqualified Stockor their estates or beneficiaries under their estates) upon the death, disability, retirement or termination of the Issuers employment of any such former managers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); former employees, (b) purchaseto terminate options to purchase stock of LGEC owned by former managers and employees of a Credit Party or its Subsidiaries (or their estate or beneficiaries under their estates) upon the death, redeem disability, retirement or otherwise acquire termination of employment of any such former manager or retire former employee of such Credit Party or its Subsidiaries or (c) on promissory notes or other obligations representing the unpaid repurchase, redemption, acquisition or cancellation price for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any LGEC owned by such former managers and employees of their Subsidiaries held by any Person (other than the Issuers or any of such Credit Party and its Subsidiaries); , in an amount not to exceed US$1,000,000 in the aggregate for (a),(b) and (c) make any payment on or with respect to), or purchasebut, redeemin each case, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, only if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and or Event of Default is continuing in existence or would be caused thereby, (v) payments to a Credit Party by another Credit Party which is not a Borrower, (vi) payments to the preceding provisions shall not prohibit: Borrowers from any other Credit Party, (vii) stock buy-backs (a) in an amount not to exceed $25,000,000 in the redemptionaggregate at any such time as the Leverage is less than 1.5 to 1; provided, repurchasethat (x) no Default or Event of Default shall be continuing after giving effect on a pro forma basis to such stock buy-backs and (y) the maximum amount of permitted stock buy-backs shall be reduced by the portion, retirementif any, defeasance of such $25,000,000 used by the Borrowers to increase the amount of additional Investments permitted under Section 6.4(xv) hereof or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuersacquisitions permitted under Section 6.7(b) of, Equity Interests of the Issuers (other than Disqualified Stock); hereof and (b) in addition to amounts permitted under clause (vii)(a) of this paragraph, in an amount not to exceed $10 million provided that the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any Borrowers use such additional $10 million to buy back stock within 4 and a half months of the Issuers Closing Date and provided further that no Default or their Subsidiaries with the net cash proceeds from an incurrence Event of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests Default shall be continuing after giving effect on a pro rata basis; forma basis to such stock buy-backs, (viii) payments but not prepayments of interest and principal on the Convertible Senior Subordinated Notes and payments and/or prepayments of interest and principal on the Vialta Note, in each case on the terms set forth in the applicable documents and that no Default or Event of Default shall be continuing after giving effect on a pro forma basis to such payments, (ix) repayment of any Replication Advance by way of application of a specified portion of the per unit replication or processing charges or by reason of the Credit Parties' failure to fulfill minimum replication commitments as specified in the governing terms and conditions as approved in accordance with Section 6.1(m) hereof, (x) repayment of a Replication Advance with proceeds of another Replication Advance obtained in accordance with Section 6.1(m) hereof and (dxi) payments to the making equity holders of a Change AFI to retire the certificates provided that the amount of such payment (which in Control offer no event shall exceed US$1,600,000) and the terms thereof shall be acceptable to repurchase the Senior Notes after a Change in ControlAdministrative Agent.

Restricted Payments. The Issuers Borrower shall not, and nor shall not it permit any of their its Restricted Subsidiaries to, directly or indirectly: (ai) declare or pay any dividend dividends on or make any other payment distributions in respect of any class or distribution on account series of the Issuers' or any of their Subsidiaries its Equity Interests or (including, without limitation, any payment in connection with any merger ii) directly or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) indirectly purchase, redeem redeem, or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its SubsidiariesEquity Interests or any warrants, options, or similar instruments to acquire the same (all the foregoing, “Distributions”); (c) make any payment on or with respect toprovided, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses however: (a) through any Subsidiary of the Borrower may make Distributions to its parent company (dand, in the case of any non‑Wholly‑owned Subsidiary, pro rata to its parent companies based on their relative ownership interests in the class of equity receiving such Distribution); (b) being collectively referred to as "Restricted Payments"). So so long as no Event of Default has occurred and occurred, is continuing or would be caused therebyresult therefrom, the preceding provisions Borrower may redeem, acquire, retire or repurchase (and the Borrower may declare and pay Distributions, the proceeds of which are used to so redeem, acquire, retire or repurchase and to pay withholding or similar tax payments that are expected to be payable in connection therewith) its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Distributions to allow any of the Borrower’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their equity) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries, with the proceeds of Distributions from, seriatim, the Borrower, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that the aggregate amount of Distributions made pursuant to this Section shall not prohibit: exceed $40.0 million in any fiscal year; provided further that (ax) such amount, if not so expended in the fiscal year for which it is permitted, may be carried forward for Distributions in the next two (2) fiscal years and (y) Distributions made pursuant to this clause (b) during any fiscal year shall be deemed made first in respect of amounts permitted for such fiscal year as provided above, second in respect of amounts carried over from the fiscal year two (2) years prior to such date pursuant to clause (x) above and third in respect of amounts carried over from the immediately preceding fiscal year prior to such date pursuant to clause (x) above; (c) the redemptionBorrower may repurchase Equity Interests (or pay Distributions to permit any direct or indirect parent to repurchase Equity Interests) upon exercise of options or warrants if such Equity Interest represents all or a portion of the exercise price of such options or warrants; (d) the Borrower may pay Distributions, the proceeds of which shall be used to allow any direct or indirect parent of Borrower to pay (A)(w) its operating expenses incurred in the ordinary course of business, (x) 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, (y) fees and expenses related to any debt or equity offering, investment or acquisition permitted hereunder (whether or not successful) and (z) any reasonable and customary indemnification claims made by directors or officers of the Borrower (or any parent thereof), in each case under this clause (A) that are attributable to the ownership and operations of the Borrower and its Restricted Subsidiaries and (B) other operating expenses and corporate overhead costs and expenses in an aggregate amount not to exceed $6.0 million in any fiscal year of the Borrower; (e) the Borrower may make Distributions to Holdco in an amount sufficient to permit Holdco to make the Quarterly Distributions in the amount set forth in the Holdco LLC Agreement; (f) the Borrower may make Distributions in an aggregate amount not to exceed (x) so long as (A) no Event of Default has occurred, is continuing or would result therefrom and (B) the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22; provided that clauses (A) and (B) shall not prohibit Distributions within 60 days after the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (A) and (B), the greater of $300.0 million and 4.0% of Consolidated Total Assets (measured as of the date of such Distribution and based upon the financial statements most recently delivered on or prior to such date pursuant to Section 6.1, but giving effect to any Specified Transaction occurring thereafter and on or prior to the date of determination) minus any amounts of intercompany advances pursuant to Section 6.17(u) pertaining to this clause (f)(x) plus (y) the Growth Amount at the time such Distribution is made (so long as in the case of any Distributions made in reliance on clause (a)(i) of the definition of Growth Amount (i) no Default or Event of Default has occurred, is continuing or would result therefrom and (ii) the Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such Distribution, is in compliance with the applicable Leverage Ratio set forth in Section 6.22; provided that clauses (i) and (ii) shall not prohibit Distributions within 60 days after the date the date of declaration thereof, if on the date of declaration the Distribution would have complied with clauses (i) and (ii)); (g) the Borrower may make Distributions to (i) redeem, repurchase, retirement, defeasance retire or other acquisition otherwise acquire any (A) Equity Interests (“Treasury Capital Stock”) of the Borrower or any Subsidiary or (B) Equity Interests of any Subordinated Notes direct or indirect parent company of the Borrower, in the case of each of subclause (A) and (B), in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to the Borrower or a Subsidiary of the IssuersSubsidiary) of, Equity Interests of the Issuers Borrower, or any direct or indirect parent company of the Borrower to the extent contributed to the capital of the Borrower or any Subsidiary (“Refunding Capital Stock”) and (ii) declare and pay dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than Disqualified to the Borrower or a Subsidiary) of the Refunding Capital Stock); ; (bh) Distributions the defeasanceproceeds of which will be used to make cash payments in lieu of issuing fractional Equity Interests in connection with the exercise of warrants, redemption, repurchase options or other acquisition of subordinated Indebtedness of any securities convertible or exchangeable for Equity Interests of the Issuers Borrower (or their Subsidiaries with its direct or indirect parent) in an amount not to exceed $0.2 million in any fiscal year; (i) to the extent constituting a Distribution, transactions permitted by Section 6.11 and 6.16; (j) Distributions by the Borrower (or to any direct or indirect parent to fund a Distribution) of up to 6% of the net cash proceeds received by (or contributed to the capital of) the Borrower in or from any Qualified Public Offering; (k) the Borrower may make payments in connection with the Tax Receivable Agreements; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom (provided that, notwithstanding the occurrence of an incurrence Event of Permitted Refinancing Indebtedness; Default, such payments shall be authorized if either (x) the Termination Date has occurred or (y) the Required Lenders shall have waived such Event of Default) and (B) the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22; (l) Distributions to Holdco or any direct or indirect parent thereof to fund payments required under any arrangements, agreements or plans in respect of any Distributions permitted under Section 6.18(b), (c) the payment and (h) or withholding obligations in respect of any dividend Distributions permitted hereunder; (m) the Borrower may make payments in connection with any tax receivable agreement with terms similar to those under the Mercury TRA that are entered into by NLC Vantiv, Holdco, the Borrower or any of its Restricted Subsidiaries and the sellers with respect to any permitted Acquisition entered into by the Borrower or any of its Restricted Subsidiaries after the Restatement Effective Date; provided that (A) no Event of Default shall have occurred and be continuing or would result therefrom (provided that, notwithstanding the occurrence of an Event of Default, such payments shall be authorized if either (x) the Termination Date has occurred or (y) the Required Lenders shall have waived such Event of Default) and (B) the Borrower shall be in compliance, on a Subsidiary Pro Forma Basis, with the covenants set forth in Section 6.22; (n) so long as (i) no Event of Default has occurred and is continuing or would result therefrom and (ii) the Senior Secured Leverage Ratio does not exceed 4.80:1.00 (calculated on a Pro Forma Basis as of the Issuers last day of the most recently ended period of four consecutive fiscal quarters for which financial statements have been or were required to be delivered pursuant to Section 6.1(a) or (b)) after giving effect thereto, the holders of its Equity Interests on a pro rata basisBorrower may make additional Distributions; provided that clauses (i) and (dii) shall not prohibit Distributions within 60 days after the making date the date of a Change declaration thereof, if on the date of declaration the Distribution would have complied with clauses (i) and (ii); and (o) Distributions in Control offer connection with Share Repurchases in an aggregate amount not to repurchase the Senior Notes after a Change in Controlexceed $200.0 million.

Restricted Payments. The Issuers shall notNo North American Group Member shall, and shall not permit any of their Subsidiaries to, directly or indirectly: (ai) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) common Capital Stock of the Issuers Person making such dividend) on, or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect toaccount of, or set apart assets for a sinking or other analogous fund for, the purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchasedefeasance, retirement, defeasance retirement or other acquisition of any Subordinated Notes in exchange forCapital Stock of any North American Group Member, whether now or hereafter outstanding, or out make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the net any North American Group Member or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash proceeds of the substantially concurrent sale or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with this Agreement) (any such payment referred to in clauses (i) and (ii), a Subsidiary “Restricted Payment”), other than: (a) redemptions, acquisitions or the retirement for value or repurchases (or loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the Issuers) ofexercise of stock options or warrants for such Capital Stock, Equity Interests of or any executive or employee savings or compensation plans, or, in each case to the Issuers (extent applicable, their respective estates, spouses, former spouses or family members or other than Disqualified Stock); permitted transferees; (b) any Subsidiary (including an Excluded Subsidiary) may make Restricted Payments to its direct parent or to the defeasance, redemption, repurchase Issuer or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; Guarantor that is a Wholly Owned Subsidiary; (c) any JV Subsidiary may make Restricted Payments required or permitted to be made pursuant to the payment of any dividend by NLC or a Subsidiary terms of the Issuers joint venture arrangements in effect on the Effective Date (or otherwise as approved by the Approving Party) to holders of its Capital Stock, provided that, the Issuer and its Subsidiaries have received their pro rata portion of such Restricted Payments; (d) any Subsidiary that is not a North American Group Member may make Restricted Payments to any other Subsidiary or Subsidiaries that are not North American Group Members; (e) [intentionally omitted]; (f) the Issuer may make Restricted Payments so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such payment and (ii) immediately prior to and after giving effect to such Restricted Payment, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00; and (g) the Issuer may make Restricted Payments in respect of preferred Capital Stock of the Issuer to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlthereof.

Restricted Payments. The Issuers shall notNot, and shall not permit any of their Subsidiaries other Loan Party to, directly or indirectly: (a) declare or pay make any dividend or make other distribution to any of its equity holders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) except for Permitted Management Fees, pay any management fees or similar fees to any of its equity holders or any Affiliate thereof; provided, that no Permitted Management Fees or any other payment management or distribution on account similar fees shall be paid during the occurrence and continuance of the Issuers' any Default or an Event of Default or if any Default or Event of Default would result from such payment; provided, further that at any time such Permitted Management Fees or any portion thereof are otherwise due and owing from the Borrower to the Manager but not payable under this Agreement by operation of their Subsidiaries Equity Interests such block on the payment of Permitted Management Fees during the occurrence and continuance of a Default or an Event of Default or if any such payment would cause a Default or an Event of Default (including“Accrued Permitted Management Fees”), without limitationthe Manager shall be entitled to a default rate equal to 10% per annum in respect of such Accrued Permitted Management Fees and the entire amount of such Accrued Permitted Management Fees, any payment in connection together with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or additional amounts which become payable to the Issuers Manager as a result of such default rate, shall be paid to the Manager immediately upon the waiver or a Subsidiary cure of the Issuers); (b) purchasesubject Default or Event of Default, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment redemption, prepayment (all such payments and whether mandatory or optional), defeasance, repurchase or any other actions payment in respect of any Non-Senior Debt or (e) set forth aside funds for any of the foregoing. Notwithstanding the foregoing (and, in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So each case, so long as no Event of Default has occurred and is continuing exists or would be caused therebyresult therefrom), (i) any Subsidiary may pay dividends or make other distributions to Borrower or to a Wholly-Owned Subsidiary and to the other holders of equity interests of the Borrower or such Subsidiary; provided, the preceding provisions shall not prohibit: that (a1) the redemption, repurchase, retirement, defeasance any such dividends or other acquisition distributions must be made in compliance with applicable law and (2) any such dividends or other distributions may only be declared and paid if Borrower or such Subsidiary remains Solvent after giving effect thereto and has an Interest Coverage Ratio of any Subordinated Notes in exchange fornot less than 2.0 to 1.0, or out calculated as of the net cash proceeds of the substantially concurrent sale (other than most recent month end date with respect to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers which financial statements for such Person have been delivered pursuant to the holders of its Equity Interests Section 6 hereof but on a pro rata basis; and (d) forma basis after giving effect to the making of such dividend or distribution; (ii) Borrower may make distributions to Owner, as its direct parent, to permit Owner to pay federal and state income taxes then due and owing by Owner (or its equity holders), so long as the amount of such distributions shall not be greater, nor the receipt by Borrower of tax benefits less, than they would have been had Borrower not filed consolidated income tax returns with such Person; (iii) in each case to the extent due and payable on a Change non-accelerated basis and permitted under any applicable subordination provisions thereof, Borrower may make regularly scheduled payments of interest in Control offer respect of Non-Senior Debt; (iv) any Loan Party may make repurchases of capital stock deemed to occur upon the exercise of options or warrants (i.e., a cashless exercise); (v) any Loan Party may repurchase or redeem capital stock from any former officers, directors and employees (or their estates, spouses or former spouses) of any Loan Party in connection with the Senior Notes after a Change termination of such Person’s employment (or such directors’ directorship) with the Loan Party; provided that, in Controlconnection with such transactions, the total cash payments under this Section shall not exceed $500,000 in the aggregate during any Fiscal Year; (vi) Borrower may reimburse Manager for its reasonable expenses incurred in connection with its management of Borrower, pursuant to and in accordance with the Management Agreement; and (vii) Borrower or any of its Subsidiaries may pay Transaction Services Fees, in each case to the extent that (1) such transaction fee is reasonable and customary based on the applicable acquisition or sale, (2) such transaction fee has been approved by the board of directors, or other governing body, of Borrower or such Subsidiary and by the compensation committee (or its equivalent, if any) and (3) has otherwise been approved by Lender.

Restricted Payments. The Issuers Borrower shall not, and nor shall not it permit any of their Subsidiaries Restricted Subsidiary to, directly or indirectly: , declare or make, directly or indirectly, any Restricted Payment, except: (a) declare each Restricted Subsidiary may make Restricted Payments to the Borrower or pay any dividend or make any other payment or distribution Restricted Subsidiary (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Borrower and any other Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on account their relative ownership interests of the Issuers' relevant class of Equity Interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or any of their Subsidiaries Equity Interests (including, without limitation, any payment other Restricted Payments payable solely in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified StockEquity Interests unless such Disqualified Equity Interests would be permitted by Section 7.03) of such Person; (i) repurchases of Equity Interests in the Issuers Borrower deemed to occur upon the exercise of stock options or any Subsidiary warrants or the settlement or vesting of other equity awards if such Equity Interests represent a portion of the Issuers exercise price of such options or payable to the Issuers or a Subsidiary warrants, (ii) cash payments in lieu of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, issuance of fractional shares in connection with any merger the exercise of stock options, warrants or consolidation involving the Issuers) any other securities convertible into or exchangeable for Equity Interests of the Issuers Borrower or (iii) Restricted Payments made in respect of any other transaction involving fractional shares; provided, however, that any such cash payment shall not be for the purpose of their Subsidiaries evading the limitations of this Agreement; (d) the Borrower may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any present or former employee, officer, director or consultant of the Borrower or any Restricted Subsidiary or equity based awards held by such Persons, in each case, upon the death, disability, retirement or termination of employment of any such Person or pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (other including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Borrower or any Restricted Subsidiary; provided, that the aggregate amount of Restricted Payments made pursuant to this clause (d) shall not exceed (i) $7,500,000 in any fiscal year plus (ii) the then applicable Cumulative Credit plus (iii) the proceeds of any key man insurance policies; provided, further, that to the extent that the aggregate amount of Restricted Payments made by the Borrower and the Restricted Subsidiaries pursuant to this clause (d) in any fiscal year is less than the Issuers or amount set forth above, 100% of the amount of such difference may be carried forward and used to make such Restricted Payments pursuant to this clause (d) in the next two succeeding fiscal years (provided, that any such amount carried forward shall be deemed to be used to make such Restricted Payments in any fiscal year after the amount set forth above for such fiscal year shall be deemed to be used to make such Restricted Payments for such fiscal year); (e) the Borrower may make Restricted Payments in an aggregate amount not to exceed (x) together with (I) the aggregate amount of its SubsidiariesInvestments made under sub-clause (x) of Section 7.02(p) and (II) the aggregate amount of prepayments, redemptions, purchases, defeasances and other payments made pursuant to sub-clause (x) of Section 7.13(a)(vi); , $30,000,000, plus (cy) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premiumportion, if any, at of the Stated Maturity thereofCumulative Credit on such date that the Borrower elects to apply to this subclause (y); or provided that (dA) make with respect to any Restricted Investment Payment made pursuant to this Section 7.06(e), (all such payments and other actions set forth in these clauses (a1) through (d) being collectively referred to as "Restricted Payments"). So long as no Event of Default has occurred and is continuing or would result therefrom and (2) on a Pro Forma Basis after giving effect thereto the Total Leverage Ratio is equal to or less than 2.00:1.00, and (B) no Restricted Payments shall be caused therebypermitted under this clause (e) until the Specified Period shall have ended; (f) distributions or payments of Securitization Fees, the preceding provisions shall not prohibit: sales, contributions and other transfers of Securitization Assets or Receivables Assets and purchases of Securitization Assets or Receivables Assets pursuant to a Securitization Purchase Obligations, in each case in connection with a Qualified Securitization Financing or a Receivables Facility; (ag) [reserved]; (h) the redemptionRestricted Subsidiaries may make a Restricted Payment in connection with the acquisition of additional Equity Interests in any Restricted Subsidiary from minority shareholders (in accordance with Section 7.08, repurchase, retirement, defeasance if applicable); (i) Restricted Payments made (i) in respect of working capital adjustments or purchase price adjustments pursuant to any Permitted Acquisition or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale permitted Investments (other than pursuant to a Subsidiary Section 7.02(x)) and (ii) to satisfy indemnity and other similar obligations under the Permitted Acquisitions or other permitted Investments; provided that no Restricted Payments shall be permitted under this clause (i) during (x) the Specified Period and (y) during the continuance of an Event of Default at any time after the end of the IssuersSpecified Period; (j) of, Equity Interests [reserved]; and (k) Restricted Payments in respect of the Issuers transactions related to (i) fundamental changes permitted under Section 7.04 and (ii) Investments permitted under Section 7.02 (other than Disqualified Stockclause (v) thereof); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control.

Restricted Payments. The Issuers Borrower shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly: , declare, order, pay or make any sum for any Restricted Payment except for: (a) declare or pay Restricted Payments by the Borrower to any dividend or make Guarantor; (b) Restricted Payments by (i) any other payment or distribution on account Restricted Subsidiary of the Issuers' Borrower to the Borrower or any Guarantor or (ii) any Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party; (c) Cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Stock or Stock Equivalents of the Borrower or any of their Subsidiaries Equity Interests its Restricted Subsidiaries; (including, without limitation, d) Restricted Payments by any payment in connection with any merger or consolidation involving Restricted Subsidiary that is not a Wholly-Owned Restricted Subsidiary to the Issuers Borrower or any of their Subsidiaries) or Guarantor and to the any other direct or indirect holders of equity interests in such Restricted Subsidiary to the Issuers' extent (i) such Restricted Payments are made pro rata (or any of their Subsidiaries' Equity Interests in their capacity as on a basis more favorable to the Borrower or such (other than dividends or distributions payable in Equity Interests (other than Disqualified StockGuarantor) among the holders of the Issuers equity interests in such Restricted Subsidiary or any Subsidiary (ii) pursuant to the terms of the Issuers joint venture or payable other distribution agreement for such Restricted Subsidiary in form and substance approved by the Administrative Agent (such approval not to the Issuers be unreasonably withheld or a Subsidiary delayed); (e) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalents of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers Borrower or any of its Subsidiaries); Restricted Subsidiaries (ci) make made solely with the proceeds received from the exercise of any payment warrant or option or (ii) that is deemed to occur upon the cashless exercise of stock options or warrants; (f) the repurchase, redemption or other acquisition or retirement for value of any Stock or Stock Equivalents of the Borrower or any Restricted Subsidiary held by any current or former officer, director or employee pursuant to any equity-based compensation plan, equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in an aggregate amount not to exceed in any Fiscal Year the greater of (x) $20,000,000 and (y) 5.2% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or with respect toprior to such day for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered; (g) so long as no Default exists or would result therefrom, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment Borrower may make Restricted Payments of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth type described in these clauses (a) through and (db) being collectively referred of the definition thereof (including Restricted Payments of the type described in clause (f) of this Section that are in excess of the aggregate amount permitted in clause (f) of this Section) (and any such Restricted Payment made during such period shall not count against, or reduce the amounts set forth in the following proviso to as "the extent such Restricted Payments"Payment was made in compliance with the ratio described therein). So long as ; provided that the aggregate amount of all Restricted Payments made under this clause (g) at a time when the Leverage Ratio (after giving pro forma effect to such proposed Restricted Payment and any Indebtedness incurred in connection therewith) was greater than or equal to 2.50 to 1.00 shall not exceed in any Fiscal Year the greater of (x) $150,000,000 and (y) 40% of EBITDA for the Administrative Borrower and its Restricted Subsidiaries for the last four full Fiscal Quarters ending on or prior to such day for which the financial statements and certificates required by Section 6.01(a) or 6.01(b) have been delivered; and (h) any Restricted Payment unless, at the time of and immediately after giving effect to such Restricted Payment, such Restricted Payment, together with the aggregate amount of all other Restricted Payments (including the fair market value of any non-cash amount) made by the Borrower and the Restricted Subsidiaries after the Closing Date, does not exceed the Available Amount at such time; provided that (x) no Default has or Event of Default shall have occurred and is be continuing or would be caused therebyoccur as a consequence thereof and (y) after giving effect to such Restricted Payment, the preceding provisions Administrative Borrower shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes be in exchange for, or out pro forma compliance with each of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change financial covenants contained in Control offer to repurchase the Senior Notes after a Change in ControlSection 7.14.

Restricted Payments. The Issuers shall notNot, and shall not suffer or permit any of their Subsidiaries Loan Party or any other Subsidiary to, directly or indirectly: (ai) declare or pay make any dividend or make any other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of the Issuers' any Capital Stock or any of their Subsidiaries Equity Interests Stock Equivalent, (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (bii) purchase, redeem or otherwise acquire or retire for value any Capital Stock now or hereafter outstanding (including, without limitation, including the Capital Stock that comprises any Investment in connection with any merger a joint venture in which a Subsidiary is a stockholder or consolidation involving the Issuerspartner) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (ciii) make any payment on or with respect toprepayment of principal of, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Debt that is subordinated by its terms to the Stated Maturity thereof; payment of the Obligations (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”), except: (a) any Subsidiary may declare and pay dividends to, repay intercompany debt owed to, and make internal profit-sharing payments to, (i) the Borrower, (ii) any other Loan Party that is a Wholly-Owned Subsidiary or (iii) so long as such Subsidiary is not a Loan Party, any other Subsidiary that is not a Loan Party; (b) any Loan Party may purchase, redeem or acquire for value any Capital Stock or Stock Equivalents issued by any Loan Party that is a Wholly-Owned Subsidiary; (c) each Loan Party may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests of such Loan Party; (d) Holdings may make cash payments in lieu of the issuance of fractional shares upon conversion or in connection with the exercise of warrants or similar securities; (e) Holdings may make repurchases of Capital Stock from any present or former employee, director, officer or consultant (or the assigns, estate, heirs or current or former spouses thereof) upon the death, disability or termination of employment of such employee, director, officer or consultant, pursuant to a stock repurchase program approved by the Board of Directors of Holdings, provided that such repurchases do not exceed $1,000,000 in the aggregate during the term of this Agreement; (f) the Borrower may make Restricted Investment Payments to Holdings to the extent necessary to permit Holdings to pay general administrative costs and expenses (all such payments which may include out-of-pocket legal, accounting and filing costs, other actions set forth reasonable and customary corporate overhead expenses incurred in these clauses (a) through (d) being collectively referred the ordinary course of business and customary transaction-based fees and expenses of third-party investment bankers and advisers for services rendered to as "Restricted Payments"Holdings relating to Holdings and its Subsidiaries). So , so long as no Default has occurred and is continuing or would be caused thereby, Holdings applies the preceding provisions shall not prohibit: amount of any such Restricted Payment for such purpose within 90 days of receipt; (ag) the redemptionBorrower may make Restricted Payments to Holdings to the extent necessary to permit Holdings to discharge the consolidated, repurchase, retirement, defeasance combined or similar tax liabilities of Holdings and its Subsidiaries or other acquisition fees necessary to maintain the legal existence of Holdings, in each case so long as Holdings applies the amount of any Subordinated Notes such Restricted Payment for such purpose; (h) payments in respect of the HealthCor Obligations permitted by the terms of the Intercreditor Agreement, and any dividend by the Borrower to Holdings in order to permit Holdings to make such payments; and (i) the conversion of the HealthCor Debt Obligations into, or the exchange of the HealthCor Debt Obligations for, or out Capital Stock of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (Holdings other than Disqualified Capital Stock); (b) , together with cash in lieu of fractional shares of such Capital Stock in an amount not to exceed $50,000. For the defeasanceavoidance of doubt, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend Investments permitted by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlSection 7.10 shall not constitute Restricted Payments.

Restricted Payments. The Issuers shall not, and Company shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare declare, or pay permit any Restricted Subsidiary to declare, dividend or make distribution in respect of its Equity Interests or instruments convertible into or exchangeable for Equity Interests (whether in cash, securities or other property) or incur any obligation (contingent or otherwise) to do so or (b) make, or permit a Restricted Subsidiary to make, any payment (whether in cash, securities or other payment property), including any sinking fund or distribution similar deposit, on account of the Issuers' purchase, redemption, retirement, acquisition, cancellation or termination of any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers instruments convertible into or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in exchangeable for Equity Interests (other than Disqualified Stockconvertible Debt instruments or securities) or on account of any return of capital to the Company or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Person thereof), or any setting apart of funds or property for any of the Issuers foregoing (in each case, a “Restricted Payment”), other than, in each case: (i) a Restricted Subsidiary may make a dividend or any Subsidiary of the Issuers or payable distribution (A) to the Issuers Company or a another Restricted Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitationand, in connection with any merger or consolidation involving the Issuers) any 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 Issuers Borrower or Restricted Subsidiary receives at least its pro rata share of such dividend or distribution) or (B) to the extent required by applicable law, regulation or order, any other Person; (ii) the Company or a Restricted Subsidiary may declare and pay dividends and other payments solely in common shares of their Subsidiaries held by any Person (other than the Issuers Company or redeem any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes Equity Interests in exchange for, or out of the net cash proceeds of the substantially concurrent issuance and sale (other than to a Subsidiary of, common stock of the IssuersCompany or through accretion or accumulation of such dividends on such Equity Interests; (iii) ofthe Company may declare and pay dividends of $60,000,000 annually in the aggregate, Equity Interests subject to no Event of Default immediately before and immediately after giving pro forma effect thereto; (iv) the Company or any Restricted Subsidiary may, in the ordinary course of business, (x) repurchase its equity interests owned by retiring directors, officers or employees of the Issuers Company and (y) make payments to directors, officers or employees of the Company or any of its Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity or equity-based incentives pursuant to management or other than Disqualified Stock); incentive plans or in connection with the death or disability of such employees; (bv) the defeasanceCompany or any Restricted Subsidiary may, redemptionin the ordinary course of business, repurchase or other acquisition of subordinated Indebtedness of any restricted equity interests of the Issuers Company issued as compensation to officers, directors and employees upon the vesting of such restricted equity interests if the fair market value of such repurchased equity interests represent an amount equal to the tax withholding obligations of such officers, directors and employees that result from the vesting of such restricted equity interests; (vi) the Company or their Subsidiaries with any Restricted Subsidiary may make other Restricted Payments so long as on a Pro Forma Basis after giving effect to such Restricted Payment, the net cash proceeds from an incurrence Distribution Conditions are satisfied, subject to no Event of Permitted Refinancing Indebtedness; Default immediately before and immediately after giving pro forma effect thereto; (cvii) the payment by the Borrower or any Restricted Subsidiary of any dividend or the consummation of any 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 this Section 8.03 (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); provided that any Restricted Payment pursuant to this clause (vii) shall be deemed to have utilized capacity under the exception that such Restricted Payment would have been permitted to have been made in reliance of at the time of declaration or notice of redemption, as applicable; and (viii) payments or distributions to dissenting stockholders of a Person acquired by NLC the Borrower or a Restricted Subsidiary of the Issuers pursuant to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlPermitted Acquisition.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any such action described below or would result therefrom: (a) declare or pay any dividend or each Subsidiary of the Parent Borrower may make Restricted Payments to the Parent Borrower and any other payment or distribution on account Person that owns an Equity Interest in such Subsidiary ratably according to their respective holdings of the Issuers' type of Equity Interest in respect of which such Restricted Payment is being made; (b) Parent Borrower and each Subsidiary may declare and make dividend payments or any of their Subsidiaries other distributions payable solely in the common or subordinated Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' such Person and Parent Borrower may issue common Equity Interests in their capacity as such upon the conversion of subordinated Equity Interests; (other than dividends c) Parent Borrower may purchase, redeem or distributions payable in otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its Equity Interests (other than Disqualified Stock) Equity Interests), including, without limitation, the redemption of its Equity Interests from the General Partner that were purchased with the proceeds of the Issuers or any Subsidiary of the Issuers or payable Parent Equity Investment; (d) Parent Borrower may make cash distributions in an amount equal to the Issuers or a Subsidiary of the Issuers); Available Cash; (be) purchaseParent Borrower may repurchase, redeem or otherwise acquire or retire for value (including, without limitation, its Equity Interests in connection with any merger or consolidation involving the Issuers) any Equity Interests administration of the Issuers or any of their Subsidiaries held by any Person LTIP (other than the Issuers or any of its Subsidiaries); (cLong-Term Incentive Plan) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal as defined and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred in the Partnership Agreement, including (i) in connection with the cashless exercise of unit options, restricted units, phantom units or other awards made under such plan, and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (aii) the redemption, repurchase, retirement, defeasance redemption or other acquisition of Equity Interests from employees, directors and other such recipients under such plan to satisfy federal, state or local tax withholding obligations of such employees, directors and other recipients with respect to income deemed earned as the result of unit options, unit grants restricted units, phantom units or other awards made under such plan, including the vesting or exercise of any Subordinated Notes in exchange forsuch awards; (f) Parent Borrower may repurchase, redeem or otherwise acquire its Equity Interests held by any officers, directors or employees, or out of the net cash proceeds of the substantially concurrent sale any former officers, directors or employees (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence transferees, estates or beneficiaries under their estates) upon any such individual’s death, disability, retirement, severance or termination of Permitted Refinancing Indebtednessemployment or severance; and (cg) the payment of any dividend by NLC or a Subsidiary cash in lieu of the Issuers to the holders of its fractional Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer an aggregate amount not to repurchase the Senior Notes after a Change in Controlexceed $1,000,000.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (ai) declare Declare or pay any dividend or make any other payment distribution, direct or distribution indirect, on account of the Issuers' its Capital Stock now or any of their Subsidiaries Equity Interests hereafter outstanding, (including, without limitation, ii) make any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or pursuant to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers a guaranty by Issuer or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary Issuer of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers PMGI Note or any Seller Note, (iii) repurchase, redeem, retire, defease, make any payment in respect of their Subsidiaries held by a sinking fund or similar payment, purchase or make any Person other acquisition for value, direct or indirect, of its Capital Stock or any direct or indirect parent of any Obligor, now or hereafter outstanding, (iv) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other than rights for the Issuers purchase or acquisition of shares of any class of its Capital Stock, now or hereafter outstanding, (v) return its Capital Stock to any shareholders or other equity holders of any Obligor or any of its Subsidiaries, or make any other distribution of property, assets, shares of Capital Stock, warrants, rights, options, obligations or securities thereto as such or (vi) except for transactions set forth on Schedule 7.02(h)(i) with respect to the Issuer and Schedule 7.02(h)(ii) with respect to PMGI, hereto, pay any salaries, bonuses, management fees, or other form of compensation, fees or expenses (including the reimbursement thereof by any Obligor or its Subsidiaries) to any of its stockholders or other equityholders, Subsidiaries or Affiliates, or to any employees or family members thereof (collectively, “Restricted Payments”); (c) make any payment on or with respect toprovided, or purchasehowever, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through any Subsidiary of the Issuer may pay dividends to the Issuer or any Wholly-Owned Subsidiary of the Issuer, and any Subsidiary of PMGI which is a Subordinated Guarantor and not a Subsidiary of the Issuer may pay dividends to PMGI, and (db) being collectively referred to as "Restricted Payments"). So long as provided that (i) no Default has occurred and or Event of Default is continuing or would be caused therebyresult therefrom, the preceding provisions Issuer may (X) make Restricted Payments described in clause (i) above to PMGI in the amounts of (i) not more than $6.0 million during the first Fiscal Quarter of 2008 ($5.0 million of which is to be used for general corporate purposes, including but not limited to the payment of fees and expenses incurred by PMGI in connection with and related to the preparation and filing of registration statements for the public offering of securities of PMGI and $1.0 million of which shall be limited in use to payment of actual fees and expenses of third parties in connection with such public offering of PMGI securities); and (ii) not prohibit: more than $1.0 million each subsequent Fiscal Quarter of 2008 (athe use of which shall be limited to payment of actual fees and expenses of third parties in connection with such public offering of PMGI securities); and (Y) make additional Restricted Payments described in clauses (i), (ii), (iii) and (iv) above, in an aggregate amount not to exceed an amount equal to the lesser of (A) the redemption, repurchase, retirement, defeasance or other acquisition Available Excess Cash Flow for the Fiscal Quarter most recently ended before an additional Restricted Payment is proposed to be made and (B) the amount of any Subordinated interest payments on the PMGI Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than the Subordinated Notes) which are required to a Subsidiary paid in the Fiscal Quarter in which such additional Restricted Payment is made, and PMGI shall be required to use the full amount of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers such additional Restricted Payment to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlmake such interests payments.

Restricted Payments. The Issuers shall notNot, and shall not permit any of their Subsidiaries other Loan Party to, directly or indirectly: (a) declare or pay make any dividend or make other distribution to any of its equity holders, (b) purchase or redeem any of its equity interests or any warrants, options or other rights in respect thereof, (c) except for Permitted Management Fees, pay any management fees or similar fees to any of its equity holders or any Affiliate thereof; provided, that no Permitted Management Fees or any other payment management or distribution on account similar fees shall be paid during the occurrence and continuance of the Issuers' any Default or an Event of Default or if any Default or Event of Default would result from such payment; provided, further that at any time such Permitted Management Fees or any portion thereof are otherwise due and owing from the Borrower to the Manager but not payable under this Agreement by operation of their Subsidiaries Equity Interests such block on the payment of Permitted Management Fees during the occurrence and continuance of a Default or an Event of Default or if any such payment would cause a Default or an Event of Default (including“Accrued Permitted Management Fees”), without limitationthe Manager shall be entitled to a default rate equal to 10% per annum in respect of such Accrued Permitted Management Fees and the entire amount of such Accrued Permitted Management Fees, any payment in connection together with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or additional amounts which become payable to the Issuers Manager as a result of such default rate, shall be paid to the Manager immediately upon the waiver or a Subsidiary cure of the Issuers); (b) purchasesubject Default or Event of Default, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment redemption, prepayment (all such payments and whether mandatory or optional), defeasance, repurchase or any other actions payment in respect of any Non-Senior Debt or (e) set forth aside funds for any of the foregoing. Notwithstanding the foregoing (and, in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So each case, so long as no Event of Default has occurred and is continuing exists or would be caused therebyresult therefrom), (i) any Subsidiary may pay dividends or make other distributions to Borrower or to a domestic Wholly-Owned Subsidiary and to the other holders of equity interests of the Borrower or such Subsidiary; provided, the preceding provisions shall not prohibit: that (a1) the redemption, repurchase, retirement, defeasance any such dividends or other acquisition distributions must be made in compliance with applicable law and (2) any such dividends or other distributions may only be declared and paid if Borrower or such Subsidiary remains Solvent after giving effect thereto and has an Interest Coverage Ratio of any Subordinated Notes in exchange fornot less than 2.0 to 1.0, or out calculated as of the net cash proceeds of the substantially concurrent sale (other than most recent month end date with respect to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers which financial statements for such Person have been delivered pursuant to the holders of its Equity Interests Section 6 hereof but on a pro rata basis; and (d) forma basis after giving effect to the making of such dividend or distribution; (ii) Borrower may make distributions to Owner, as its direct parent, to permit Owner to pay federal and state income taxes then due and owing by Owner (or its equity holders), so long as the amount of such distributions shall not be greater, nor the receipt by Borrower of tax benefits less, than they would have been had Borrower not filed consolidated income tax returns with such Person; (iii) in each case to the extent due and payable on a Change non-accelerated basis and permitted under any applicable subordination provisions thereof, Borrower may make regularly scheduled payments of interest in Control offer respect of Non-Senior Debt; (iv) any Loan Party may make repurchases of capital stock deemed to occur upon the exercise of options or warrants (i.e., a cashless exercise); (v) any Loan Party may repurchase or redeem capital stock from any former officers, directors and employees (or their estates, spouses or former spouses) of any Loan Party in connection with the Senior Notes after a Change termination of such Person’s employment (or such directors’ directorship) with the Loan Party; provided that, in Controlconnection with such transactions, the total cash payments under this Section shall not exceed $500,000 in the aggregate during any Fiscal Year; (vi) Borrower may reimburse Manager for its reasonable expenses incurred in connection with its management of Borrower, pursuant to and in accordance with the Management Agreement; and (vii) Borrower or any of its Subsidiaries may pay Transaction Services Fees, in each case to the extent that (1) such transaction fee is reasonable and customary based on the applicable acquisition or sale, (2) such transaction fee has been approved by the board of directors, or other governing body, of Borrower or such Subsidiary and by the compensation committee (or its equivalent, if any) and (3) has otherwise been approved by Lender.

Restricted Payments. The Issuers Borrowers and Guarantors shall not, and shall not permit any of their Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly: , any Restricted Payment, except: (a) Borrowers and Guarantors, and each Subsidiary, may declare and make dividend payments or other distributions payable solely in the Equity Interests of such Person; (b) any Subsidiary of Parent may pay dividends or other distributions to Parent or any other Subsidiary of Parent to the extent that such amount could be advanced as a loan in accordance with clause (l) of the definition of Permitted Investments hereunder; (c) Borrowers and Guarantors may pay, or declare or pay any dividend dividends or make any other payment distributions to Parent or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders owners of the Issuers' or Equity Interest in Parent as of the date hereof, that are used to make substantially contemporaneous payments of, any of their Subsidiaries' Equity Interests the following: (i) out-of-pocket expenses for administrative, legal and accounting services provided by third parties incurred in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) the ordinary course of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, business in connection with the businesses of Borrowers, or to pay franchise fees and similar costs incurred in connection with the businesses of Borrowers, customary fees to non-officer directors of Parent or the direct or indirect owners of the Equity Interest in Parent as of the date hereof who are not Affiliates of Parent, out-of-pocket expenses to directors or observers of the board of directors of Parent or the direct or indirect owners of the Equity Interest in Parent as of the date hereof; provided, that, (A) as of the date of any merger such payments or consolidation involving distributions and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing and (B) the Issuersaggregate amount of all of the foregoing do not exceed the US Dollar Equivalent of $5,000,000 in any period of twelve (12) consecutive calendar months; (ii) taxes attributable to the businesses of Borrowers as part of a consolidated, combined or unitary tax filing group or of the separate operations of Parent which are actually due and payable (not to exceed in any event the amount of tax that Borrowers and its Subsidiaries would otherwise pay if not part of such filing group); (d) [Intentionally omitted]; (e) Borrowers and Guarantors may make payments to repurchase or redeem Equity Interests and options to purchase Equity Interests of the Issuers such Borrower or any of their Subsidiaries Guarantor held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of any Person Borrower or Guarantor, upon their death, disability, retirement, severance or termination of employment or service; provided, that, (other i) as of the making of such payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, (ii) the aggregate cash consideration paid for all such payments, repurchases or redemptions shall not exceed $2,000,000 in any period of twelve (12) consecutive calendar months or $4,000,000 during the term of this Agreement and (iii) in the event that the sum of all such payments and Restricted Payments made pursuant to Section 10.5(f) below exceeds the US Dollar Equivalent of $5,000,000 during the term hereof, then as of the date of the making of each such payment and after giving effect thereto (A) the Global Availability Test Condition shall be met and (B) the Fixed Charge Coverage Ratio of Parent and its Subsidiaries, on a consolidated basis, shall be not less than 1.1:1.0 for the Issuers immediately preceding twelve (12) consecutive calendar month period ending on such date and after giving effect thereto; (f) so long as at the time of such purchase (and after giving effect thereto) no Default or Event of Default shall exist or have occurred and be continuing, Parent may (and the Borrowers may make Restricted Payments to Parent to permit Parent to) repurchase, or make a Restricted Payment to or through any direct or indirect parent company of Parent to repurchase, Management Shares from any Management Investor or repay (or make interest payments on), or make a Restricted Payment to or through any Parent or indirect parent company of Parent to repay, Indebtedness incurred pursuant to clause (k) of Section 10.3 (or like Indebtedness incurred by Parent or indirect parent company of Parent) with proceeds of the key-man life insurance maintained on the life of such Management Investor; provided, that, in the event that the sum of all such payments and Restricted Payments made pursuant to Section 10.5(e) above exceeds the US Dollar Equivalent of $5,000,000 during the term hereof, then as of the date of the making of each such payment and after giving effect thereto (i) the Global Availability Test Condition shall be met and (ii) the Fixed Charge Coverage Ratio of Parent and its Subsidiaries, on a consolidated basis, shall be not less than 1.1:1.0 for the immediately preceding twelve (12) consecutive calendar month period ending on such date and after giving effect thereto; (g) repurchases of Equity Interests of Parent deemed to occur upon the exercise of stock options if such Equity Interests represent a portion of the exercise price thereof and so long as no cash is paid or distributed by Parent or any of its Subsidiaries)Subsidiaries in connection therewith and as such repurchases do not cause a Change of Control; and (ch) Borrowers and Guarantors may make any payment on or with respect toRestricted Payments not otherwise specified above; provided, or purchasethat, redeem, defease or otherwise acquire or retire for value any Indebtedness that each of the following conditions is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibitsatisfied: (ai)Agent shall have received not less than five (5) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out Business Days’ prior written notice of the net cash proceeds intention of a Borrower or Guarantor to make such payment, (ii) as of the substantially concurrent sale (other than to a Subsidiary date of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change such Restricted Payment and after giving effect thereto, the Global Availability Test Condition shall be met, (iii) as of the date of the making of such Restricted Payment and after giving effect thereto, Consolidated EBITDA of Parent and its Subsidiaries for the immediately preceding fiscal quarter of Parent and its Subsidiaries for which financial statements have been delivered (or, if such quarter is the first fiscal quarter of Parent and its Subsidiaries of such year, then the fiscal quarter immediately preceding such quarter)(the “Reference Quarter”) shall be at least fifty (50%) percent of Consolidated EBITDA of Parent and its Subsidiaries for the Reference Quarter in Control offer to repurchase the Senior Notes prior fiscal year, and (iv) as of the date of the making of such Restricted Payment and after a Change in Controlgiving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing.

Restricted Payments. The Issuers shall Each Loan Party will not, and shall will not permit any of their its Subsidiaries to, directly or indirectly: make any Restricted Payment; provided, that so long as it is permitted by law, (a) declare Borrowers may make distributions to Parent, and Parent may use such amounts to make distributions to former employees, officers, or pay any dividend or make any other payment or distribution on account directors of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers Parent or any of its Subsidiaries); Subsidiaries (c) make or any payment on or with respect tospouses, ex-spouses, or purchaseestates of any of the foregoing) on account of redemptions of Equity Interests of Parent held by such Persons, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default has or Event of Default shall have occurred and is or be continuing or would result therefrom; provided, that the aggregate amount of such redemptions made by Parent during the term of this Agreement plus the amount of Indebtedness outstanding under clause (j) of the definition of Permitted Indebtedness, does not exceed $250,000 in the aggregate, (b) Borrowers may make distributions to Parent solely in the form of forgiveness of Indebtedness (so long as Parent contemporaneously forgives Indebtedness in the same amount of employees or officers of Borrower (or an entity consisting solely of employees or officers of Borrowers) owing to Parent on account of repurchases of the Equity Interests of Parent held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire (i) Equity Interests of Parent or (ii) Equity Interests of an entity that acquired Equity Interests of Parent), (c) Parent may pay dividends solely in the form of Equity Interests of any class of the Parent’s common equity, (d) Restricted Payments may be caused therebymade by any Subsidiary to any Borrower, the preceding provisions Parent, or to another Subsidiary (provided, that, if the Subsidiary making such Restricted Payment is a Loan Party, the Subsidiary receiving such Restricted Payment is also a Loan Party), on at least a pro rata basis with any other shareholders if such Subsidiary is not wholly owned by the Parent and other wholly owned Subsidiaries of the Parent, (e) Parent may declare and pay Restricted Payments in the form of redemptions, repurchases, retirement, defeasance, or other acquisition of or in respect of the common equity of the Parent in connection with the payment or exercise of, or satisfaction of tax withholding obligations of participants on account of or relating to, awards held by or granted from time to time to participants in equity compensation plans of the Parent not to exceed $2,000,000 in the aggregate in any period of 12 consecutive fiscal months of the Parent, provided that no Default or Event of Default shall not prohibit: (a) have occurred and be continuing at the time such redemption, repurchase, retirement, defeasance defeasance, or other acquisition of any Subordinated Notes in exchange foris declared or made, or out and (f) Parent and its Subsidiaries may pay other Restricted Payments, provided, that, (i) as of the net cash proceeds date of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary such Restricted Payment, and after giving effect thereto, each of the Issuers Restricted Payment Conditions shall have been satisfied, (ii) Restricted Payments made pursuant to this clause (f) during the holders first year after the date of its Equity Interests on a pro rata basis; this Agreement shall not exceed (A) $2,500,000 in the aggregate and (dB) the making $625,000 during any quarter of a Change in Control offer to repurchase the Senior Notes after a Change in Controlsuch year.

Restricted Payments. The Issuers No Loan Party shall notdeclare or make any Restricted Payment, and shall not permit any of their Subsidiaries to, directly or indirectly: except: (a) declare or pay any dividend or Loan Party may make Restricted Payments to any other payment or distribution on account Loan Party; provided, however, that any Restricted Payment made by any Loan Party to the Parent shall be conditional upon, and made substantially simultaneously with, (i) a transfer by the Parent to a Loan Party that is a Subsidiary of the Issuers' Borrower or any of their Subsidiaries Equity Interests the Borrower, or (including, without limitation, any payment ii) a transfer by the Parent to a Subsidiary that is not a Loan Party in connection with a Permitted Investment, in each case in an amount equal to such Restricted Payment; (b) any merger Loan Party may declare and make dividend payments or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable solely in its Equity Interests (other than Disqualified StockStock not otherwise permitted by Section 7.03); (c) to the extent constituting Restricted Payments, the Loan Parties may enter into and consummate transactions permitted by Section 7.02 or 7.04; (d) in the case of the Issuers Parent, repurchases of Equity Interests in the Parent deemed to occur upon exercise of stock options or any Subsidiary warrants if such Equity Interests represent a portion of the Issuers exercise price of such options or payable to warrants; (e) the Issuers Parent may pay for and otherwise effect the repurchase, retirement or a Subsidiary of the Issuers); (b) purchase, redeem other acquisition or otherwise acquire or retire retirement for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any of Equity Interests of the Issuers Parent by any employee, director or officer of the Parent or any of their its Subsidiaries held by pursuant to any Person (equity plan, stock option plan or any other than benefit plan or any agreement with any employee, director or officer of the Issuers Parent or any of its Subsidiaries; provided that the aggregate amount of Restricted Payments made pursuant to this clause (e) shall not exceed $5,000,000 in any fiscal year; (f) any Loan Party 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 cash payments in lieu of fractional shares in connection with any such conversion; and (g) any Restricted Payments permitted under the Senior Notes Indenture as in effect on the date hereof (and without regard to any waivers or consents that may be obtained thereunder after the date hereof); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness provided that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all no such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than made to a Subsidiary or the shareholders thereof that is not an Americas Subsidiary shall exceed $10,000,000 in the aggregate at any one time outstanding when aggregated with any Investments made under clause (l)(v) of the Issuers) of, Equity Interests definition of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of “Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlInvestments”.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (ai) declare Declare or pay any dividend or make any other payment distribution, direct or distribution indirect, on account of the Issuers' any Capital Stock of any Loan Party or any of their its Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable paid solely in Equity Interests common stock of Group or, to the extent permitted pursuant to the Restated Certificate of Incorporation of Group as in effect on the Effective Date, dividends or distributions paid solely in Series A 7.5% Convertible Preferred Stock so long as such Series A 7.5% Convertible Preferred Stock constitutes Subordinated Indebtedness), now or hereafter outstanding, (ii) make any repurchase, redemption, retirement, defeasance, sinking fund or similar payment, purchase or other than Disqualified Stock) acquisition for value, direct or indirect, of the Issuers any Capital Stock of any Loan Party or any Subsidiary direct or indirect parent of any Loan Party, now or hereafter outstanding, (iii) make any payment to retire, or to obtain the Issuers surrender of, any outstanding warrants, options or payable to other rights for the Issuers purchase or a Subsidiary acquisition of the Issuers); shares of any class of Capital Stock of any Loan Party, now or hereafter outstanding, (biv) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or return any of their Subsidiaries held by capital to any Person (shareholders or other than the Issuers equity holders of any Loan Party or any of its Subsidiaries); (c) , or make any payment on other distribution of property, assets, shares of Capital Stock, warrants, rights, options, obligations or with respect tosecurities thereto as such, (v) pay any management fees or any other fees or expenses (including the reimbursement thereof by any Loan Party or any of its Subsidiaries) pursuant to any management, consulting or other services agreement to any of the shareholders or other equity holders of any Loan Party or any of its Subsidiaries or other Affiliates, or purchaseto any other Subsidiaries or Affiliates of any Loan Party, redeem, defease or otherwise acquire or retire for value any Indebtedness provided that is subordinated this Section 7.02(i) shall not prohibit payments not to exceed $100,000 per year to each member of the Notes, except a payment Board of interest or principal Directors of Group and premium, if any, at the Stated Maturity thereof; or (dE) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default or Event of Default has then occurred and is continuing or would be caused thereby, at the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition time of any Subordinated Notes such payment, $400,000 in exchange forany calendar year, for Consulting Fees; or out (vi) pay or prepay any Indebtedness in respect of the net cash proceeds Subordinated Loan Agreement except to the extent such payment is then permitted pursuant to the terms of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlSubordination Agreement.

Restricted Payments. The Issuers No Credit Party shall, or shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly: make any Restricted Payment, except: (a) declare or pay any dividend or Subsidiary may make any other payment or distribution on account of the Issuers' Restricted Payments to a Borrower or any of their Subsidiaries Equity Interests Wholly Owned Subsidiary Guarantor; (including, without limitation, b) any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or Subsidiary may make Restricted Payments pro rata to the direct or indirect holders of the Issuers' Capital Stock of such Subsidiaries entitled to receive the same; (c) any Borrower may make cash payments by a Borrower in lieu of the issuance of fractional shares upon the exercise of options in the ordinary course of business; (d) any Credit Party or their Restricted Subsidiaries may make Restricted Payments so long as the Borrowers are in Pro Forma Compliance with the Restricted Conditions; (e) so long as no Cash Dominion Event or an Event of Default has occurred and is continuing, Parent Borrower may purchase Capital Stock (i) from present or former officers, directors, consultants or employees (or the assigns, estate, heirs or current or former spouses thereof) of any Group Member or upon the death, disability or termination of employment of such officer, director, consultant or employee or (ii) pursuant to any employee or director equity plan, employee or director stock option plan or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends employee or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers director benefit plan or any Subsidiary of the Issuers agreement (including any stock subscription or payable to the Issuers or a Subsidiary of the Issuers); (bshareholder agreement) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger employee or consolidation involving director of any Group Member in an amount not to exceed the Issuerssum of (A) $2,500,000 plus all amounts obtained from any Equity Interests key-man life insurance policies. (f) so long as no Default or Event of Default exists or would exist after giving effect thereto, the Issuers Credit Parties and their Restricted Subsidiaries may redeem in whole or any of their Subsidiaries held by any Person (other than the Issuers or in part any of its Subsidiaries); (c) make any payment on Capital Stock for another class of its Capital Stock or with respect toproceeds from substantially concurrent equity contributions or issuances of new Capital Stock, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness provided that is subordinated such new Capital Stock contains terms and provisions at no less advantageous to the NotesLenders in all respects material to their interests as those contained in the Capital Stock redeemed thereby; and (g) other Restricted Payments in any calendar year (when combined with payment, except a payment repurchase, redemption or defeasance made such calendar year in reliance on Section 7.12(iv)) not to exceed $15,000,000 (it being understood that amounts under this clause (g) are counted as of interest or principal and premium, if any, at the Stated Maturity thereof; or (ddate Restricted Payment is paid) make in any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So calendar year so long as no Default or Event of Default has occurred and is continuing or would be caused therebyresult therefrom and no Cash Dominion Period exists, the preceding provisions shall not prohibit: (a) the redemptionin each case, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than after giving Pro Forma Effect to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlsuch Restricted Payment.

Restricted Payments. The Issuers shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any of their its Restricted Subsidiaries to, directly or indirectly: (ai) declare or pay make any dividend or make any other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of the Issuers' or any of their Subsidiaries Equity Interests its Stock or Stock Equivalents, (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (bii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); Stock or Stock Equivalents now or hereafter outstanding or (ciii) make any payment on or with respect toprepayment of principal of, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Junior Indebtedness (the Stated Maturity items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”) except that any Restricted Subsidiary of a Borrower may make Restricted Payments to such Borrower and any Restricted Subsidiary of a Borrower may make Restricted Payments to any Restricted Subsidiary of such Borrower, and except that: (a) the Credit Parties and their Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in their respective Stock or Stock Equivalents; (b) the Credit Parties and their Restricted Subsidiaries may make (and may make distributions to the applicable Parent or any direct or indirect parent of such Parent to permit such Parent or such parent to make), and Parents may use cash on hand to make, payments and distributions to future, current and former officers, directors, managers, employees and consultants (or any current or former spouses or domestic partners, family members, trusts or other estate planning vehicles or estates or heirs of any of the foregoing) of any of the Credit Parties and their Restricted Subsidiaries (i) on account of redemptions of Stock and Stock Equivalents held by such Persons and (ii) in the form of forgiveness of Indebtedness of such Persons on account of purchases of Stock and Stock Equivalents held by such Persons, so long as the Payment Conditions are satisfied with respect to each such distribution or payment; (i) The Credit Parties and their Restricted Subsidiaries may make payments to or on behalf of the applicable Parent (and any entity that owns directly or indirectly 100% of the equity interests in any Parent) in an amount sufficient to permit such Parent (or such other entity, as applicable) to pay its licensing fees, franchise Taxes and other similar fees, Taxes and expenses, in each case, incurred in the ordinary course of business to maintain its legal existence and, without duplication, (ii) in the event any of the Credit Parties or their Restricted Subsidiaries file a consolidated, combined, unitary or similar income Tax return with the applicable Parent (or any other direct or indirect parent of any of the Credit Parties and their Restricted Subsidiaries), the Credit Parties and their Restricted Subsidiaries may make payments to or on behalf of such Parent (or such other direct or indirect parent, as applicable) to pay or to permit the payment of income Taxes then due and payable in respect of such Tax return; provided that the aggregate amount of all such payments permitted by this clause (ii) shall not exceed the amount of such Taxes attributable to the Credit Parties and their Restricted Subsidiaries that file such a Tax return with such Parent (or such other direct or indirect parent, as applicable); (iii) without duplication for payments provided under clause (ii), with respect to any taxable period ending after the Closing Date for which any Credit Party or Restricted Subsidiary is a partnership or disregarded entity for U.S. federal and/or applicable state or local tax purposes (other than a partnership or disregarded entity described in clause (ii)), such Credit Parties and Restricted Subsidiaries may make payments to their respective direct or indirect owners in an amount necessary to permit such direct or indirect parent to pay or to make a pro rata distribution to its owners in an amount not to exceed the aggregate taxable income of such Credit Party (calculated with regard to tax deductible amortization or depreciation resulting from any increase in basis under Sections 743(b) and 734(b) of the Code (and any equivalent provisions of applicable tax laws)) multiplied by the highest combined marginal federal, state, and/or local income tax rate applicable to any individual or corporate taxpayer, whichever is higher, resident of New York (taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes (and any limitations thereon) and prior year losses (to the extent not previously taken into account pursuant to this clause and taking into account any limitations on the utilization thereof) and without duplication, for the avoidance of doubt, of any amount of such taxes actually paid by such Credit Party and/or any of its Subsidiaries to the relevant taxing authority); or provided that any payment with respect to taxable income of any Unrestricted Subsidiaries shall be permitted to the extent of cash distributions by such Unrestricted Subsidiary; (d) payments to or on behalf of any direct or indirect parent of any of the Credit Parties and their Restricted Subsidiaries may be made to permit such direct or indirect parent to make payments that would then be permitted to be made by the Credit Parties pursuant to Section 5.7; provided that such payments shall be made in lieu of, and not in addition to, such payments pursuant to Section 5.7; (e) payments by the Credit Parties and their Restricted Subsidiaries to or on behalf of any direct or indirect parent entities may be made in an amount sufficient to pay out-of-pocket legal, administrative, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of such direct or indirect parent entities; provided, the aggregate amount of such Restricted Investment Payments does not exceed $2,000,000 in the aggregate in any Fiscal Year; (f) [reserved]; (g) each Borrower may make distributions to its applicable Parent which are immediately used by such Parent (or paid by such Parent to permit any direct or indirect parent entities of such Parent) to make cash payments in lieu of issuing fractional shares of Stock of such Parent (or any direct or indirect parent entities of such Parent), in an aggregate amount for all such payments distributions to any Parent not exceeding the greater of (x) $1,750,000 and (y) 2.5% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction); (h) each Borrower may make distributions to its applicable Parent which are immediately used by such Parent to finance any Investment otherwise specifically permitted to be made by such Borrower or any of its Restricted Subsidiaries pursuant to Section 5.4; provided that (i) such distribution shall be made substantially concurrently with the closing of such Investment and (ii) such Parent shall, immediately following the closing thereof, cause (A) all property acquired (whether assets or capital stock) to be contributed to such Borrower or any of its Restricted Subsidiaries or (B) the merger (to the extent specifically permitted herein) of the Person formed or acquired into such Borrower or a Credit Party other actions set forth than such Parent in these clauses order to consummate such Permitted Acquisition; (ai) through Restricted Payments (dother than Restricted Payments by any Parent) being collectively referred payable on or in respect of any class, series or tranche of Stock or Stock Equivalents issued by a non-Wholly-Owned Subsidiary may be made so long as a Wholly-Owned Subsidiary of any Parent receives at least its pro rata share of such Restricted Payment in accordance with its Stock or Stock Equivalents in such class, series or tranche; (j) the Credit Parties may make the one-time cash distribution to as "Restricted Payments"). So the Borrowers’ respective equityholders in connection with the Transactions in an aggregate amount not exceeding $120,000,000; (k) [reserved]; (l) so long as no Event of Default under Section 7.1(a), Section 7.1(f) or Section 7.1(g) has occurred and is continuing or would be caused therebyresult immediately thereafter therefrom, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or Borrowers may make Restricted Payments out of the net Available Equity Amount; (m) Restricted Payments payable solely in Qualified Stock and Stock Equivalents in respect of Qualified Stock may be made; (n) so long as the Payment Conditions are satisfied with respect thereto, Restricted Payments in respect of Junior Indebtedness constituting (without duplication) (i) regularly scheduled interest payments (including, without limitation, non-cash proceeds payments of interest in kind or otherwise through additions to principal and payments due at maturity) and payment of fees, expenses and indemnification obligations, (ii) Permitted Refinancings, (iii) payments with, or conversions to, common Stock or Qualified Stock (or Stock of any direct or indirect parent entities of any Parent), (iv) payments as part of an “AHYDO catch-up payment”, (v) payments permitted by any subordination terms applicable to the relevant Junior Indebtedness, (vi) payment of earn-outs obligations and holdbacks permitted to be incurred under Section 5.5(q) and (vii) payments or repurchases not to exceed the Available Equity Amount as of the substantially concurrent sale applicable date of such Restricted Payment; and (o) other than Restricted Payments, so long as the Payment Conditions are satisfied with respect to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controleach such prepayment.

Restricted Payments. The Issuers No Loan Party shall, nor shall not, and shall not it permit any of their its Subsidiaries to, directly or indirectly: , declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Loan Asset Subsidiary Guarantor may declare and/or make (and incur any obligation (contingent or pay any dividend or make any other payment or distribution on account of the Issuers' otherwise) to declare and/or make) Restricted Payments to a Borrower or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Loan Asset Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); Guarantor; (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Event of Default has occurred and is continuing continuing, (i) each Borrower and each Property Asset Subsidiary Guarantor may declare and/or make (and incur any obligation (contingent or would be caused thereby, the preceding provisions shall not prohibit: otherwise) to declare and/or make) Restricted Payments to an Intermediate Parent and (aii) the redemption, repurchase, retirement, defeasance each Intermediate Parent may declare and/or make (and incur any obligation (contingent or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than otherwise) to a Subsidiary of the Issuersdeclare and/or make) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers Restricted Payments ratably to the holders of its such Intermediate Parent’s Equity Interests on according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (c) each Subsidiary that is not a pro rata basis; Loan Party may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) Restricted Payments ratably to the holders of such Subsidiary’s Equity Interests according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (d) the making Parent and each Subsidiary thereof may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (e) so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, the Parent and each Subsidiary thereof may purchase, redeem and/or otherwise acquire (and incur any obligation (contingent or otherwise) to purchase, redeem and/or otherwise acquire) Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; (f) the Parent shall be permitted to declare and/or pay (and incur any obligation (contingent or otherwise) to declare and/or pay) dividends on its Equity Interests or declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) distributions with respect thereto in an amount for any fiscal year of the Parent equal to such amount as is necessary for the Parent to maintain its status as a Change REIT; and (g) the Parent and each Subsidiary may declare and/or make (and incur any obligation (contingent or otherwise) to declare and/or make) any other Restricted Payment of any asset not constituting Collateral, provided, that such Restricted Payment may only be made if (i) at the time of such Restricted Payment, no Default shall have occurred and be continuing or result therefrom and (ii) taking into account such Restricted Payment, the Loan Parties shall be in Control offer to repurchase compliance, on a pro forma basis, with the Senior Notes after a Change in Controlprovisions of Section 7.12.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that as long as no Default or Event of Default is continuing or would result therefrom: (a) declare or pay any dividend or make any other payment or distribution on account each Subsidiary of the Issuers' Borrower may make Restricted Payments to the Borrower and to wholly-owned Domestic Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to the Borrower and any Domestic Subsidiary of the Borrower and to each other owner of capital stock or any other equity interests of such Subsidiary of the Borrower on a PRO RATA basis based on their Subsidiaries Equity Interests relative ownership interests); (b) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) the Borrower may declare and make (and each Subsidiary of the Borrower may declare and make to enable the Borrower to do the same) dividend payments to Holdings so that Holdings may (i) pay corporate operating (including, without limitation, directors fees and expenses) and overhead expenses in the ordinary course of business, (ii) pay any payment taxes which are due and payable in connection with any merger or consolidation involving the Issuers or any ordinary course of their Subsidiaries) or to business by the direct or indirect holders Loan Parties as part of the Issuers' consolidated group, (iii) pay indemnification claims made by an officer or director or shareholder of Holdings; (iv) purchase capital stock or options from present or former employees, officers, directors or consultants of Holdings or its Subsidiaries or their respective estates, spouses or family members upon the death, disability or termination of employment of such employee, officer, director or consultant, or make payments with respect to Indebtedness used to repurchase such capital stock or options (PROVIDED that the aggregate amount of payments under this clause (iv) shall not exceed $2,875,000 in any Fiscal Year PLUS (A) proceeds of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) key-man life insurance maintained by Holdings on the life of the Issuers Person with respect to whom such repurchase is made, (B) notes permitted to be issued pursuant to SECTION 8.03(h) and (C) equity proceeds not subject to any prepayment requirements and which have not previously funded any repurchase pursuant to this SECTION 8.06(c)(iv); PROVIDED FURTHER that (i) the cancellation of debt shall not constitute a redemption and (ii) the consideration for the purchase of capital stock or any Subsidiary options pursuant to this clause (iv) may include the issuance of the Issuers or payable to the Issuers or a Subsidiary of the Issuersanother equity security); (bv) purchasepay fees due and owning under the Professional Services Agreement, redeem or otherwise acquire or retire for value subject to the restrictions set forth in 8.10; and (including, without limitation, in connection with any merger or consolidation involving vi) make payments pursuant to the Issuers) any Equity Interests of the Issuers Acquisition Agreement or any other agreement relating to a Permitted Acquisition in the nature of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries)working capital adjustments; (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or 57 (d) Subsidiaries of the Borrower may make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance dividends or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers distributions to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer Borrower or to repurchase the Senior Notes after a Change in Controlanother Subsidiary Guarantor.

Restricted Payments. (a) The Issuers Issuer shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly: : (aI) declare or pay any dividend or make any other payment or distribution on account of the Issuers' Issuer’s or any of their Subsidiaries its Restricted Subsidiaries’ Equity Interests (includingInterests, without limitation, including any payment dividend or distribution payable in connection with any merger or consolidation involving the Issuers or any of their Subsidiariesconsolidation, other than: (A) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions by the Issuer payable solely in Equity Interests (other than Disqualified Stock) of the Issuers Issuer; or (B) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Issuer or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; provided, however, that fees or royalty payments received from a non-Wholly-Owned Subsidiary by the Issuer or by any Restricted Subsidiary shall also be deemed to be dividends or distributions to the extent that the third-party minority owners of such non-Wholly-Owned Subsidiary have a right to receive (and do receive) a payment, in the form of a dividend or distribution, that is not greater than the amount that would be proportional to the fee or royalty payment paid to the Issuer or any Subsidiary Restricted Subsidiaries, based on their respective ownership interests of the Issuers or payable to third-party minority owners and the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers Issuer or any of their Restricted Subsidiaries held by any Person (other than the Issuers whether direct or any of its Subsidiaries); indirect) in such non-Wholly-Owned Subsidiary; (cII) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Equity Interests of the Issuer or any direct or indirect parent of the Issuer, including in connection with any merger or consolidation; (III) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled repayment, sinking fund payment or maturity, any Subordinated Indebtedness, other than: (A) Indebtedness that is subordinated to permitted under clauses (8) and (9) of Section 4.09(b) hereof; (B) the purchase, repurchase or other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition; or (C) the purchase, repurchase, redemption or other acquisition of the Issuer’s Existing Senior Subordinated Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or or (dIV) make any Restricted Investment (all such payments and other actions set forth in these clauses (aI) through (dIV) above (other than any exception thereto) being collectively referred to as "“Restricted Payments"”). So long as , unless, at the time of and after giving effect to such Restricted Payment: (1) no Default has shall have occurred and is be continuing or would be caused therebyoccur as a consequence thereof; (2) immediately after giving effect to such transaction on a pro forma basis, the preceding provisions shall not prohibit: Issuer could incur $1.00 of additional Indebtedness under Section 4.09(a) hereof; and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuer and its Restricted Subsidiaries after the Issue Date (including Restricted Payments permitted by Section 4.07(b)(1), (7) and (11) hereof, but excluding all other Restricted Payments permitted by Section 4.07(b) hereof), is less than the sum of (without duplication): (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out 50% of the Consolidated Net Income of the Issuer for the period (taken as one accounting period) beginning on the Issue Date to the end of the Issuer’s most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment, or, in the case such Consolidated Net Income for such period is a deficit, minus 100% of such deficit; plus (b) 100% of the aggregate net cash proceeds and the Fair Market Value of marketable securities or other property received by the substantially concurrent Issuer since immediately after the Issue Date from the issue or sale of: (other than to a Subsidiary of the Issuersi) of, (A) Equity Interests of the Issuers (other than Disqualified Stock); (b) Issuer, excluding cash proceeds and the defeasance, redemption, repurchase Fair Market Value of marketable securities or other acquisition property received from the sale of subordinated Indebtedness Equity Interests to members of any management, directors or consultants of the Issuers Issuer, any direct or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary indirect parent company of the Issuers Issuer and the Issuer’s Subsidiaries after the Issue Date to the holders of its Equity Interests on a pro rata basis; and (dextent such amounts have been applied to Restricted Payments made in accordance with Section 4.07(b)(4) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control.hereof;

Restricted Payments. The Issuers Borrower shall not, and nor shall not it permit any of their Subsidiaries Subsidiary to, declare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) declare or pay each Subsidiary may make Restricted Payments to any dividend or make Loan Party, and any other payment or distribution on account Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the Issuers' or any type of their Subsidiaries Equity Interests (including, without limitation, any payment Interest in connection with any merger or consolidation involving the Issuers or any respect of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as which such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); Restricted Payment is being made; (b) 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 other common Equity Interests of such Person; (d) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any its Qualified Equity Interests with the proceeds received from the substantially concurrent issue of new Qualified Equity Interests; (e) the Borrower may repurchase its Equity Interests from current or former directors, officers or employees of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers 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 death or disability of such persons in an aggregate amount not to exceed $5,000,000 in any fiscal year; (cf) make any payment on the Borrower may repurchase, cancel or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated withhold Equity Interests to the Notesextent (i) such repurchase is deemed to occur upon or in connection with the exercise or vesting of any options, except warrants or other equity awards and (ii) such Equity Interests (A) represent a payment portion of interest the purchase price of such options, warrants or principal and premium, if any, at the Stated Maturity thereof; other equity awards or (dB) make are repurchased, cancelled or withheld to facilitate the satisfaction of any Restricted Investment tax liabilities incurred upon or in connection with the exercise or vesting of any options, warrants or other equity awards; (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (ag) the redemption, repurchase, retirement, defeasance Borrower may make cash payments in lieu of issuing fractional or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, “odd lot” Equity Interests of the Issuers in connection with acquisitions; (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (ch) the payment of any dividend by NLC or a Subsidiary within 60 days after the date of declaration thereof, so long as (A) at the Issuers time of payment, no Event of Default exists and (B) at the time of declaration of such dividend, such dividend could have been made pursuant to clause (i) below; and (i) in addition to the holders foregoing Restricted Payments, the Borrower and each Subsidiary may make additional Restricted Payments so long as no Default or Event of its Equity Interests Default shall have occurred and be continuing or would result therefrom and the Borrower shall be in compliance, on a pro rata basis; and (d) Pro Forma Basis, with the making of a Change financial covenants set forth in Control offer to repurchase the Senior Notes after a Change in ControlSection 7.07.

Restricted Payments. The Issuers shall notNot, and shall not permit any of their Subsidiaries Loan Party or Subsidiary thereof to, directly or indirectly: (a) declare or pay any dividend or make any other cash or non-cash dividend, distribution, or payment or distribution on account of the Issuers' or to any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' its Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); Interests, (b) purchase, purchase or redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); Equity Interests, (c) make pay any payment on or with respect tomanagement fees, transaction-based fees, or purchasesimilar fees to any of its equity holders or any Affiliate thereof, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchaseprepayment (whether mandatory or optional), retirementdefeasance, defeasance repurchase or any other acquisition payment in respect of any Subordinated Notes Debt or earn-outs or similar payments, (e) make any redemption, prepayment, defeasance, repurchase or any other payment in exchange forrespect of the PPP Loans, in each case, other than (x) regularly scheduled payments of principal and interest following the deferral period provided in the CARES Act, and (y) any other payment to the extent funded solely with proceeds from the PPP Loans in the PPP Loan Account (or such other funds approved in writing by Administrative Agent (acting at the written instructions of the Lenders)), or out (f) set aside funds for any of the net cash proceeds foregoing. Notwithstanding the foregoing, (i) any Loan Party may pay dividends or make distributions to a Borrower or any other Domestic Subsidiary that is a Loan Party (in each case, other than to Ultimate Holdings), (ii) any Subsidiary of the substantially concurrent sale a Loan Party may pay dividends or make other distributions to any Loan Party (other than to a Intermediate Holdings or Ultimate Holdings) or any Subsidiary of a Loan Party; provided that the Issuersaggregate amount of Restricted Payments made to a Foreign Subsidiary that are not immediately distributed to a Borrower or a Domestic Subsidiary that is a Loan Party shall not exceed U.S.$1,000,000 in the aggregate during any trailing twelve consecutive month period, (iii) ofany Loan Party or Subsidiary thereof may make Permitted Tax Distributions, (iv) so long as no Event of Default has occurred or would result from the making thereof, any Loan Party or Subsidiary thereof may make payments, in an aggregate amount for all Loan Parties and Subsidiaries not to exceed U.S.$250,000 per Fiscal Year, to purchase or redeem Equity Interests of the Issuers (other than Disqualified Stock)Ultimate Holdings from officers, directors, and employees of such Loan Party or Subsidiary; (bv) the defeasanceany Loan Party or Subsidiary thereof may make Permitted Earn-out Payments, redemption, repurchase or other acquisition of subordinated Indebtedness of (vi) any of the Issuers or their Subsidiaries Loan Party may make payments with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers respect to Subordinated Debt to the holders of its Equity Interests on a pro rata basisextent expressly permitted under the applicable Subordination Agreement; and (dvi) any Loan Party may, with respect to the making of a Change in Control offer to repurchase Permitted Investor Debt and the Permitted Exitus Debt (as defined under the Senior Notes after a Change in ControlCredit Facility), make payments thereof to the extent expressly permitted under the applicable Subordination Agreement.

Restricted Payments. The Issuers shall notDeclare or make, and shall not permit any of their Subsidiaries toor agree to pay or make, directly or indirectly: , any Restricted Payment; provided, that the Borrower may declare or make, directly or indirectly: (a) declare or pay dividends payable by the Borrower solely in shares of any dividend or make any other payment or distribution on account class of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); its common stock; (b) purchaseRestricted Payments made by any Subsidiary to Persons that own Capital Stock in such Subsidiary, redeem or otherwise acquire or retire for value (including, without limitation, on a pro rata basis according to their respective holdings of the type of Capital Stock in connection respect of which such Restricted Payment is being made with any merger or consolidation involving other shareholders if such Subsidiary is not wholly owned by the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (Borrower and other than the Issuers or any of its wholly owned Subsidiaries); ; (c) make redemptions or repurchases of Capital Stock in the Borrower from (i) employees and former employees and (ii) other holders of Capital Stock of the Borrower; provided that (x) the aggregate amount of all such redemptions or repurchases made pursuant to this Section 7.5(c) in any payment Fiscal Year shall not exceed $20,000,000 and (y) after giving effect to any such redemption or repurchase on a Pro Forma Basis, no Default or Event of Default shall exist, including with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except financial covenants contained in Sections 6.1 and 6.2 (as detailed in a payment of interest Pro Forma Compliance Certificate delivered to the Administrative Agent at least five (5) days (or principal and premium, if any, at the Stated Maturity thereof; such shorter period as may be agreed to by Administrative Agent) prior to any such redemption or repurchase); (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default or Event of Default has occurred and is continuing or would be caused therebyresult therefrom, the preceding provisions shall Borrower may make Restricted Payments in an aggregate amount not prohibit: to exceed $30,000,000 in any Fiscal Year; (ae) Restricted Payments consisting of announced dividends that satisfied the redemption, repurchase, retirement, defeasance or other acquisition conditions of any Subordinated Notes other clause of this Section 7.5 at the time of announcement thereof; (f) for any calendar year or portion thereof that the Loan Parties are members of a consolidated, combined, unitary, affiliated or similar group of which the Borrower is the common parent (or are treated as a pass-through entities under the Code that are indirectly or directly owned by a member of such group), the Loan Parties may make Restricted Payments to the Borrower in exchange fororder for the Borrower to pay the consolidated or combined federal, state or out local income taxes attributable to the income of the net cash proceeds applicable Loan Party and its Subsidiaries in an aggregate amount not to exceed the lesser of the substantially concurrent sale income tax liabilities (x) that would have been payable by the applicable Loan Party for such period if such Loan Party and its Subsidiaries had been a stand-alone group separate from the Borrower, taking into account any net operating loss carryovers, tax credits and other than tax attributes that would have been available had such Loan Party and its Subsidiaries been a stand-alone group for such period and (y) that are actually paid by the Borrower for such period, in each case reduced by any such income taxes paid or to a Subsidiary be paid directly by the applicable Loan Party or its Subsidiaries; and (g) other Restricted Payments in addition to those provided above in this Section 7.5, so long as (i) no Default or Event of the IssuersDefault shall exist immediately before or immediately after giving effect to any such Restricted Payment and (ii) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of after giving effect to any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests such Restricted Payment on a pro rata basis; and (d) Pro Forma Basis, the making of a Change in Control offer Consolidated Total Net Leverage Ratio does not exceed 2.75 to repurchase the Senior Notes after a Change in Control1.00.

Restricted Payments. The Issuers Borrower shall not, and nor shall not permit any of their its Subsidiaries to, directly or indirectly: , declare, order, pay, make or set apart any sum for any Restricted Payment, except for the following: (ai) declare Restricted Payments by any Subsidiary of the Borrower to any Loan Party and (ii) Restricted Payments by a non-Wholly-Owned Subsidiary of the Borrower to its shareholders generally so long as the Borrower or any Subsidiary which owns the equity interest or interests in the non-Wholly-Owned Subsidiary paying such dividends receives at least its proportionate share thereof (based on its relative holdings of equity interests in the non-Wholly-Owned Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary); (b) dividends and distributions declared and paid on the common Stock of the Borrower and payable only in common Stock of the Borrower; (c) cash dividends on the Stock of the Borrower to Holdings paid and declared in any Fiscal Year solely for the purpose of funding the following: (i) ordinary operating expenses of Holdings not in excess of $4,000,000 in the aggregate in any Fiscal Year; (ii) reasonable and customary indemnification claims made by directors or officers of Holdings attributable to the ownership or operations of the Borrower and its Subsidiaries; (iii) payments by Holdings in respect of foreign, federal, state or local taxes owing by Holdings in respect of the Borrower and its Subsidiaries, but not greater than the amount that would be payable by the Borrower and its Subsidiaries, on a consolidated, combined or unitary basis; (iv) the Restricted Payments permitted to be made by Holdings under clause (f) below; and (v) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering (whether or not successful) permitted by this Agreement; (d) Restricted Payments by the Borrower to pay any dividend (or make any Restricted Payments to allow the Holdings to pay) for the repurchase, retirement or other payment acquisition or distribution on account retirement for value of common Stock of the Issuers' Borrower or Holdings held by any future, present or former employee, director or consultant of the Borrower, Holdings or any of their Subsidiaries Equity Interests (including, without limitation, pursuant to any payment in connection with any merger management equity plan or consolidation involving the Issuers stock option plan or any other management or employee benefit plan or agreement, or may make Restricted Payments in respect of their SubsidiariesSARs; provided, however, that the aggregate amount of Restricted Payments made under this clause (d) or does not exceed in any calendar year $10,000,000 (which shall increase to $20,000,000 subsequent to a Qualifying IPO) (with unused amounts in any calendar year being permitted to be carried over to the direct or indirect holders two succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed (i) the Net Cash Proceeds from the sale of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests Stock (other than Disqualified StockStock or Permitted Cure Securities) to members of management, directors or consultants of Holdings or its Subsidiaries that occurs after the Closing Date plus (ii) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings or any of its Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Stock of the Issuers Borrower or Holdings pursuant to a deferred compensation plan plus (iii) the cash proceeds of key man life insurance policies received by Holdings, the Borrower or its Subsidiaries after the Closing Date (provided, that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (i), (ii) and (iii) above in any calendar year) less (iv) the amount of any Restricted Payments previously made pursuant to clauses (i), (ii) and (iii) above; and provided, that, for the avoidance of doubt, as contemplated by this clause (d), cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of management of Holdings, any direct or indirect parent of Holdings, the Issuers Borrower or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, its Subsidiaries in connection with a repurchase of equity interests of Holdings or any merger direct or consolidation involving indirect parent of Holdings will not be deemed to constitute a Restricted Payment for purposes of this Section 8.5; (e) (i) the Issuersrepurchase of Stock or Subordinated Debt, if such repurchase is completed through the issuance of Stock or new Permitted Subordinated Indebtedness, (ii) any Equity Interests regularly scheduled or otherwise required repayments or redemptions of Subordinated Debt and (iii) renewals, extensions, refinancings and refundings of Subordinated Debt, as long as such renewal, extension, refinancing or refunding is permitted under Section 8.1 (Indebtedness); (f) the repurchase of company granted stock awards or options necessary to satisfy obligations attributable to tax withholding; (g) so long as no Event of Default is continuing or would result therefrom, Restricted Payments not otherwise permitted under this Section 8.5; provided, however, that the aggregate amount of all such Restricted Payments, together with the aggregate amount of all Investments made under Section 8.3(k), shall not exceed (i) $250,000,000 as of the Issuers most recently ended Test Period in the aggregate plus (ii) the Available Amount; and (h) after a Qualifying IPO, Restricted Payments may be made to pay, or to allow Holdings or a parent company of Holdings to pay, dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amount equal to 6.0% per annum of the Net Cash Proceeds received by the Borrower from any public offering of Securities of the Borrower or any direct or indirect parent of their Subsidiaries held by the Borrower; provided, however, that the Restricted Payments described in clauses (c) through (h) above shall not be permitted if either (A) an Event of Default or Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Person Indebtedness (other than the Issuers Obligations) of the Borrower or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, except: (a) declare or pay any dividend or each Restricted Subsidiary may make Restricted Payments to the Company and to other Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly owned Restricted Subsidiary, to the Company and any other payment or distribution Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on account their relative ownership interests of the Issuers' relevant class of Equity Interests); (b) Holdings, the Company and each Restricted Subsidiary may declare and make dividend payments or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or other distributions to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions extent payable in the Equity Interests (other than Disqualified StockEquity Interests not otherwise permitted by Section 7.03 or such dividend payments or distributions that would cause a Change of Control) of such Person; (c) Restricted Payments made to consummate the Issuers Transaction; (d) to the extent constituting Restricted Payments, Holdings, the Company and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.08; (e) repurchases of Equity Interests in Holdings, the Company or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the Issuers exercise price of such options or payable warrants; (f) Holdings may pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) for the Issuers repurchase, retirement or a Subsidiary of the Issuers); (b) purchase, redeem other acquisition or otherwise acquire or retire retirement for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any of Equity Interests of the Issuers Holdings (or of any such parent of Holdings) by any future, present or former employee or director of Holdings (or any direct or indirect parent of Holdings) or any of their its Subsidiaries held by pursuant to any Person employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (other than the Issuers including any stock subscription or shareholder agreement) with any employee or director of Holdings or any of its Subsidiaries; provided that the aggregate amount of payments under this clause (f) shall not exceed $16,000,000 in any fiscal year of the Company; (g) the Company and its Restricted Subsidiaries may make Restricted Payments to Holdings: (i) the proceeds of which will be used to pay (or to make Restricted Payments to allow any direct or indirect parent of Holdings to pay) the tax liability to each relevant jurisdiction in respect of consolidated, combined, unitary or affiliated returns for the relevant jurisdiction of Holdings (or such parent) attributable to Holdings, the Company or its Subsidiaries; (ii) consisting of Permitted Holdings Distributions plus an additional amount of $500,000 per fiscal year (which amount shall be available only to pay Holdings Operating Expenses); ; (ciii) the proceeds of which shall be used by Holdings to make any payment on or with respect toRestricted Payments permitted by Section 7.06(c), or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make or (f); (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 of such Investment and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Company or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Company or its Restricted Subsidiaries in order to consummate such payments and other actions set forth Permitted Acquisition, in these clauses each case, in accordance with the requirements of Section 6.10; (ah) through (d) being collectively referred to as "Restricted Payments"). So so long as immediately before and after giving effect to any such Restricted Payment, no Default has shall have occurred and is be continuing or would be caused therebyresult therefrom, the preceding provisions shall Company may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount not prohibit: to exceed the sum of (ai) $100,000,000 plus (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out aggregate amount of the net cash proceeds Net Cash Proceeds of Permitted Equity Issuances after the substantially concurrent sale Closing Date (other than Permitted Equity Issuances made pursuant to a Subsidiary Section 8.05) that have been contributed to the Company as common equity and Not Otherwise Applied plus (iii) if, as of the Issuers) of, Equity Interests last day of the Issuers immediately preceding Test Period (other than Disqualified Stock); (bafter giving Pro Forma Effect to such Restricted Payment) the defeasanceTotal Leverage Ratio is less than 4.00:1.00, redemptionthe amount of Cumulative Excess Cash Flow that is Not Otherwise Applied; (i) so long as immediately before and after giving effect to any such Restricted Payment, repurchase no Default shall have occurred and be continuing or would result therefrom, the Company may make additional Restricted Payments in cash to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments in cash if, as of the last day of the immediately preceding Test Period (after giving Pro Forma Effect to such Restricted Payment) the Total Leverage Ratio is less than 4.00:1.00; (j) Holdings may declare and pay dividend payments or other acquisition distributions in respect of subordinated Indebtedness (i) Holdings Senior PIK Preferred to the extent payable in additional shares of any Holdings Senior PIK Preferred or accrued and added to the liquidation preference thereof and (ii) Holdings Junior PIK Preferred to the extent payable in additional shares of Holdings Junior PIK Preferred or accrued and added to the liquidation preference thereof; and (k) the Company may (i) declare and pay regular quarterly dividends required pursuant to the terms of the Issuers or their Subsidiaries with Company Preferred Stock and (ii) to the net cash proceeds from an incurrence extent any holder of Permitted Refinancing Indebtedness; (c) the payment Company Preferred Stock exercises appraisal rights in respect of any dividend by NLC or its shares of Company Preferred Stock as a Subsidiary result of the Issuers Transaction, pay amounts required to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlbe paid with respect thereto.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so or issue any Disqualified Stock, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) declare or pay each Subsidiary may make Restricted Payments to any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Person that owns Equity Interests in such Subsidiary, ratably according to their capacity as respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other than dividends or distributions payable solely in common Equity Interests (other than Disqualified Stock) of such Person; (c) the Issuers Borrower or any Subsidiary of its Subsidiaries may repurchase (or make Restricted Payments to any direct or indirect parent entity to enable it to repurchase) Equity Interests upon the exercise of options or warrants or other securities convertible into or exchangeable for Equity Interests (exclusive of Disqualified Stock) if such Equity Interests represent all or a portion of the Issuers exercise price of such options or payable to warrants or other securities as part of a “cashless” exercise; (d) the Issuers Borrower or a Subsidiary any of its Subsidiaries may make Restricted Payments consisting of cash in lieu of the Issuers); issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into, or exchangeable for, Equity Interests of the Borrower or such Subsidiary; (be) the Borrower and each Subsidiary may purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new common Equity Interests (exclusive of Disqualified Stock); (f) the Loan Parties may make a payment in respect of any earnout, seller note or retire for value (including, without limitation, similar instrument in connection with any merger Permitted Acquisition, so long as both before and after giving effect to such payments in respect of any earnout, seller note or consolidation involving similar instrument, (i) the IssuersBorrower shall be in Pro Forma Compliance with the financial covenants set forth in Section 7.11 and (ii) any Equity Interests of no Default shall have occurred and be continuing or would result therefrom; (g) the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or Borrower may purchase, redeem, defease redeem or otherwise acquire or retire for value any Indebtedness that is subordinated Equity Interests pursuant to and in accordance with the Notes, except a payment of interest or principal and premium, if any, at Borrower’s stock repurchase program as in effect on the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth Closing Date in these clauses (a) through (d) being collectively referred an aggregate amount not to as "Restricted Payments"). So exceed $40,000,000 so long as no Default has occurred both before and is continuing or would be caused therebyafter giving effect to such purchase, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance redemption or other acquisition of any Subordinated Notes Equity Interests, (i) the Borrower shall be in exchange forPro Forma Compliance with the financial covenants set forth in Section 7.11, (ii) no Default shall have occurred and be continuing or out would result therefrom and (iii) the Consolidated Net Leverage Ratio shall be at least 0.50 to 1.0 less than the then applicable level set forth in Section 7.11, calculated using the same Measurement Period used to determine Pro Forma Compliance; and (h) the Borrower may make other Restricted Payments (exclusive of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) ofpurchase, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase redemption or other acquisition of subordinated Indebtedness of Disqualified Stock) in an aggregate amount during any fiscal year of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers Borrower not to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlexceed $10,000,000.

Restricted Payments. The Issuers Parent and the Borrowers shall not, and shall not permit any of their its Restricted Subsidiaries to, directly or indirectly: , declare, order, pay or make any sum for any Restricted Payment except for: (a) declare or pay any dividend or make Restricted Payments by the Parent to any other payment or distribution on account Loan Party; (b) Restricted Payments by (i) any Restricted Subsidiary of the Issuers' Parent to any Loan Party or (ii) any Restricted Subsidiary that is not a Loan Party to another Restricted Subsidiary that is not a Loan Party; (c) Restricted Payments by any Restricted Subsidiary that is not a Wholly-Owned Subsidiary to any Loan Party and to holders of equity interests in such Restricted Subsidiary to the extent (i) such Restricted Payments are made pro rata among the holders of the equity interests in such Restricted Subsidiary or (ii) pursuant to the terms of the joint venture, charter, bylaws or other distribution agreement for such Restricted Subsidiary in form and substance expressly approved by each Administrative Agent (such approval not to be unreasonably withheld or delayed); (i) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalents of the Parent or any of their its Restricted Subsidiaries Equity Interests (includingx) made solely with the proceeds received from the exercise of any warrant, without limitationoption or other similar instrument or (y) that is deemed to occur upon the cashless exercise of stock options, warrants or other similar instruments and (ii) the repurchase, redemption or other acquisition or retirement for value of any payment Stock or Stock Equivalents of the Parent or any Restricted Subsidiary held by any current or former officer, director or employee pursuant to any equity-based compensation plan, equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement (including pursuant to the “Chicago Bridge & Iron 2008 Long-Term Incentive Plan, as Amended”) in accordance with the Approved Budget; (e) [reserved]; (f) Investments existing on the Effective Date and (x) disclosed on Schedule 8.5 or (y) incurred in accordance with Sections 8.5(j), (m), (q), (r), or (s) of the Existing Credit Agreement, and any refinancings of such Investments to the extent constituting Indebtedness otherwise permitted under Section 8.1(b), provided such refinancing complies with the provisions of Section 8.1(e); (g) Investments in cash and Cash Equivalents; (h) Investments in accounts, contract rights and chattel paper (each as defined in the UCC), notes receivable and similar items arising or acquired from the sale of Inventory in the ordinary course of business consistent with the past practice of the Parent and its Restricted Subsidiaries; (i) Investments received in settlement of amounts due to the Parent or any Restricted Subsidiary of the Parent effected in the ordinary course of business; (j) Investments by (i) any Loan Party in any other Loan Party or (ii) a Restricted Subsidiary of the Parent that is not a Loan Party in the Parent or any other Restricted Subsidiary of the Parent; (k) loans or advances to employees of the Borrower or any of its Restricted Subsidiaries (or guaranties of loans and advances made by a third party to employees of the Borrower or any of its Restricted Subsidiaries) in the ordinary course of business in an aggregate outstanding principal amount not to exceed $1,000,000.00 at any time; (l) Guaranty Obligations permitted by Section 8.1; (m) other direct or indirect Investments, including Letters of Credit and other credit support obligations, in Joint Ventures in accordance with the Approved Budget; (n) [reserved]; (o) [reserved]; (p) other Investments in Restricted Subsidiaries (i) in the ordinary course of business consistent with past practice for payroll and cash management activities or (ii) otherwise not in excess of $50,000,000.00 in the aggregate; (q) [reserved]; (r) [reserved]; (s) other Investments in an aggregate amount not to exceed $10,000,000.00 at any time; (t) Investments resulting from any non-cash consideration received in an Asset Sale permitted by Section 8.4; and (u) repurchases, redemptions or other acquisitions or retirements for value of Stock of the Parent made in lieu of withholding Taxes in connection with any merger or consolidation involving the Issuers vesting of restricted Stock or any exercise, vesting or exchange of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchasestock options, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance warrants or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlsimilar rights.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare Declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) common stock of the Issuers Person making such dividend) on, or make any Subsidiary of payment on account of, or set apart assets for a sinking or other analogous fund for, the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem redemption, defeasance, retirement or otherwise acquire or retire for value (includingother acquisition of, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers Borrower, 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 their Subsidiaries held by any Person the Borrower (collectively, “Restricted Payments”), except that: (a) the Borrower may make the Closing Date Distribution; (b) the Borrower may make payments and other than distributions to the Issuers Pledgor (or any its designee) of its Subsidiariesall Sponsor DSR LOC Fees (as defined in the Collateral Agency Agreement); ; (c) so long as the Distribution Conditions are satisfied as of the date of any such payment or distribution, the Borrower may make payments and other distributions to the Unsecured Accounts, Parent, Pledgor or its Affiliates at any payment time with amounts on deposit in, or with respect credited to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or Distribution Reserve Account; (d) the Borrower may make any Restricted Investment (all such payments and other actions set forth in these clauses distributions from the Unsecured Accounts at any time whether or not the Distribution Conditions are satisfied; (ae) through (d) being collectively referred to as "Restricted Payments"). So so long as no Event of Default has occurred and is continuing on the date of any such payment or would be caused therebydistribution, the preceding provisions shall Borrower may make a payment or other distribution to the Unsecured Accounts, Parent, Pledgor or its Affiliates, in an amount not prohibit: to exceed $5,000,000, on any Business Day falling on or within thirty (a30) Business Days following September 30, 2016; and (f) the redemption, repurchase, retirement, defeasance or Borrower may make payments and other acquisition distributions of any Subordinated Notes in exchange for, or out Excess DSR Amounts from the Debt Service Reserve Account to the extent permitted under Section 3.03(c) of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlCollateral Agency Agreement.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Subsidiary may make Restricted Payments (directly or indirectly) to its parent or to any Loan Party (and, in the case of a Restricted Payment by a non-wholly-owned Subsidiary, to each owner of Capital Stock in such Subsidiary on a pro rata basis based on such owner’s respective ownership interests); (b) AWI and each Subsidiary may (i) declare and make dividend payments or other distributions payable solely in the Capital Stock of such Person or (ii) redeem in whole or in part any of its Capital Stock for another class of Capital Stock or rights to acquire its Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new Capital Stock; (c) to the extent constituting Restricted Payments, AWI and the Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 8.02, 8.03, 8.04, 8.05, or 8.08; (d) repurchases of Capital Stock in AWI deemed to occur upon exercise of stock options or warrants if such Capital Stock represent a portion of the exercise price of such options or warrants; (e) AWI may pay for the repurchase, retirement or other acquisition or retirement for value of Capital Stock of AWI by any dividend future, present or make former employee, director or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing) of AWI or any Subsidiary so long as such purchase is pursuant to and in accordance with the terms of any employee or director equity plan, employee or director stock option plan or any other payment employee or distribution on account director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director or consultant of the Issuers' AWI or any Subsidiary; (f) AWI or any of their the Subsidiaries Equity Interests may (including, without limitation, any payment a) pay cash in lieu of fractional equity interests in connection with any merger dividend, split or consolidation involving the Issuers combination thereof or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); Permitted Acquisition and (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any merger or consolidation involving such conversion and may make payments on convertible Indebtedness in accordance with its terms; (g) the Issuers) any Equity Interests of Special Dividend up to $825,000,000; provided that the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment dividend is declared and paid on or with respect tobefore March 31, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated 2011; and (h) AWI may declare and make other Restricted Payments on and after the Closing Date in an aggregate amount not to exceed an amount equal to the Notessum of (i) $25,000,000, except a payment plus (ii) fifty percent (50%) of interest or principal and premiumcumulative Consolidated Excess Cash Flow from October 1, if any2010, at minus (iii) the Stated Maturity thereofaggregate amount of Investments made under Section 8.02(r) in excess of $100,000,000; or provided that (dA) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused therebyEvent of Default shall exist immediately before or immediately after giving effect thereto, the preceding provisions shall not prohibit: (aB) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes Borrowers will be in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries compliance with the net cash proceeds from an incurrence financial covenants under Section 8.11 after giving effect thereto, (C) AWI and its Domestic Subsidiaries will have Liquidity of Permitted Refinancing Indebtednessat least $50,000,000 after giving effect thereto, and (D) AWI shall deliver to the Administrative Agent a compliance certificate confirming the foregoing, in form and detail reasonably satisfactory to the Administrative Agent; (c) the provided, in each case, that payment of any dividend by NLC or a Subsidiary distribution pursuant to this Section 8.06 may be made within sixty (60) days after the date of declaration thereof, if at the Issuers to date of declaration (i) such payment would have complied with the holders provisions of its Equity Interests on a pro rata basis; this Agreement and (dii) the making no Event of a Change in Control offer to repurchase the Senior Notes after a Change in ControlDefault occurred and was continuing.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (ai) declare Declare or pay any dividend or make any other payment distribution, direct or distribution indirect, on account of the Issuers' its Capital Stock now or any of their Subsidiaries Equity Interests hereafter outstanding, (including, without limitation, ii) make any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or pursuant to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers a guaranty by Issuer or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary Issuer of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers FFN Note or any Seller Note, (iii) repurchase, redeem, retire, defease, make any payment in respect of their Subsidiaries held by a sinking fund or similar payment, purchase or make any Person other acquisition for value, direct or indirect, of its Capital Stock or any direct or indirect parent of any Obligor, now or hereafter outstanding, (iv) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other than rights for the Issuers purchase or acquisition of shares of any class of its Capital Stock, now or hereafter outstanding, (v) return its Capital Stock to any shareholders or other equity holders of any Obligor or any of its Subsidiaries, or make any other distribution of property, assets, shares of Capital Stock, warrants, rights, options, obligations or securities thereto as such or (vi) except for transactions set forth on Schedule 7.02(h)(i) with respect to the Issuer and Schedule 7.02(h)(ii) with respect to FFN, hereto, pay any salaries, bonuses, management fees, or other form of compensation, fees or expenses (including the reimbursement thereof by any Obligor or its Subsidiaries) to any of its stockholders or other equityholders, Subsidiaries or Affiliates, or to any employees or family members thereof (collectively, “Restricted Payments”); provided, however, (a) in connection with the payment of any tax obligations of FFN pursuant to a consolidated tax return, the Issuer and any Subsidiary of the Issuer may make payments to FFN in such amounts equal to the tax obligations attributable to the operations of Issuer and such Subsidiaries of Issuer, (Schedule 7.02(h)(a) sets forth the true, correct and complete list of the amounts and dates of the payments made as of the Second Amendment Effective Date by the Issuer or its Subsidiaries under this clause (a), and also sets forth Obligors’ good faith estimate of such payments to be made after the Second Amendment Effective Date), (b) any Subsidiary of the Issuer may pay dividends to the Issuer or any Wholly-Owned Subsidiary of the Issuer, and any Subsidiary of FFN which is a Junior Subordinated Guarantor and not a Subsidiary of the Issuer may pay dividends to FFN, and (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness provided that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and or Event of Default is continuing or would be caused therebyresult therefrom (except for defaults that have been waived by Amendment No. 2 and Waiver to Sellers’ Securities Agreement dated as of October 8, the preceding provisions shall not prohibit: 2009), (a1) the redemptionIssuer may make Restricted Payments described in clause (i) above to FFN in the amounts of not more than $6,000,000 during the first Fiscal Quarter of 2008 ($5,000,000 of which is to be used for general corporate purposes, repurchase, retirement, defeasance or other acquisition including but not limited to the payment of any Subordinated Notes fees and expenses incurred by FFN in exchange for, or out connection with and related to the preparation and filing of registration statements for the net cash proceeds public offering of the substantially concurrent sale (other than securities of FFN and $1,000,000 of which shall be limited in use to a Subsidiary payment of the Issuers) of, Equity Interests actual fees and expenses of the Issuers (other than Disqualified Stockthird parties in connection with such public offering of FFN securities); (b2) the defeasanceIssuer or Various, redemption, repurchase Inc. may pay or other acquisition make Restricted Payments to provide funds for FFN to pay the actual fees and expenses of subordinated Indebtedness third parties in connection with a Qualified Initial Public Offering up to and including the fourth Fiscal Quarter of any of the Issuers or their Subsidiaries with the net cash proceeds from 2009 in an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers aggregate additional amount not to the holders of its Equity Interests on a pro rata basisexceed $5,000,000; and (d3) the making Issuer or Various, Inc. may make additional Restricted Payments to make cash interest payments on the FFN Notes and to pay operating expenses, in an aggregate amount not to exceed an amount per Fiscal Quarter commencing the second Fiscal Quarter of 2008 equal to $1,000,000 plus the Available Excess Cash Flow for the Fiscal Quarter most recently ended before an additional Restricted Payment is proposed to be made, and FFN shall be required to use the full amount of such Available Excess Cash Flow to make such cash interest payments; provided, however, that no $1,000,000 payments in this clause (3) shall be made if FFN is able to make cash interest payments on the FFN Notes and meet its other obligations for operating expenses (which operating expenses have been incurred in the ordinary course of business in an amount not to exceed 110% of historical levels over the preceding three fiscal quarters) without such $1,000,000 payments but with such Available Excess Cash Flow and net operating cash flow from FFN’s business operations.” (v) Section 7.02 of the SSA is hereby amended by adding a Change in Control offer new clause (q) at the end thereof to repurchase the Senior Notes after a Change in Control.read as follows:

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, except: (a) declare any Subsidiary may pay dividends or pay distributions on its Equity Interests to the Borrower or to any dividend or make any other payment or distribution on account intervening Subsidiary of the Issuers' or any of their Subsidiaries Equity Interests Borrower; (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiariesb) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) Equity Interests that are mandatorily redeemable or redeemable at the option of the Issuers holder thereof on any date that is earlier than 91 days after the Term B-2 Maturity Date in effect at the time of the declaration or making of such dividend or distribution); (c) cash payments (i) for repurchases by the Borrower of common stock of the Borrower from officers, directors and employees of the Borrower or any Subsidiary of its Subsidiaries or their authorized representatives upon the death, disability or termination of employment of such employees or termination of their seat on the board of the Issuers or payable to the Issuers or a Subsidiary Borrower, and (ii) in lieu of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, issuance of fractional shares in connection with any merger the exercise of warrants, options or consolidation involving the Issuers) any other securities convertible into or exchangeable for Equity Interests of the Issuers or any of their Subsidiaries held by any Person Borrower, in an aggregate amount, for the foregoing sub-clauses (other than the Issuers or any of its Subsidiariesc)(i) and (c)(ii); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated not to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or exceed $5,000,000; (d) noncash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price and related statutory withholding taxes of such options or warrants; (e) Equinix may (i) issue and deliver Permitted Junior Securities (as defined in the indentures for the Convertible Subordinated Notes (the “Convertible Subordinated Notes Indentures”)) upon conversion of the Convertible Subordinated Notes in accordance with the terms of the Convertible Subordinated Notes Indentures and (ii) unless (x) an Event of Default described in Section 8.01(a) has occurred and is continuing or (y) a Payment Blockage Period (as defined in the Convertible Subordinated Notes Indentures) is in effect, make (A) regularly scheduled payments of cash interest and, to the extent not prohibited hereunder, mandatory principal payments on the Convertible Subordinated Notes, in each case, in accordance with the terms thereof, and (B) cash Restricted Payments in satisfaction of fractional shares in connection with a conversion of the Convertible Subordinated Notes into Permitted Junior Securities in accordance with the terms of Convertible Subordinated Notes Indentures; (f) [reserved]; (g) so long as (i)(A) Equinix believes in good faith that it qualifies as a REIT, (B) Equinix has not publicly disclosed an intention to no longer be treated as a REIT, and (C) no resolution shall have been adopted by Equinix’s board of directors abandoning or otherwise contradicting its intent to elect to be treated as a REIT, or (ii) Equinix is a REIT, Equinix may make cash dividends and distributions to its shareholders notwithstanding that any Default may have occurred and be continuing (x) provided such cash dividends and distributions do not exceed in the aggregate for any period of four consecutive fiscal quarters of Equinix for which financial statements have been delivered to the Administrative Agent under Section 6.01(a) or (b) (or if shorter, the period from December 31, 2014 to the last day of the fiscal quarter for which such financial statements have been delivered), 95% of Funds From Operations for such period or (y) in such greater amount as may be required for Equinix to continue to be qualified as a REIT or to avoid the imposition of income or excise taxes on Equinix; and (h) to the extent that no Default shall have occurred and be continuing at the time of such action or would result therefrom, Restricted Investment (all such payments and other actions set forth in these Payments not otherwise permitted by clauses (a) through (d) being collectively referred to as "Restricted Payments"g). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control.

Restricted Payments. The Issuers shall notNo Loan Party shall, and shall not permit any of their Subsidiaries Subsidiary to, directly or indirectly: (a) declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any other payment or distribution on account of of, or set apart assets for a sinking or other analogous fund for, the Issuers' purchase, redemption, defeasance, retirement, cancellation, termination or other acquisition of, any of their Subsidiaries Equity Interests (including, without limitation, any Disqualified Equity Interests) of any Loan Party, whether now or hereafter outstanding, or (b) make any other distribution (or payment of Indebtedness owed to an Affiliate) in connection with respect thereof, either directly or indirectly, whether in cash or property or in obligations of Loan Party, (c) make any merger distribution to Parent for the purposes of making such dividend or consolidation involving the Issuers payment, or (d) any payment, loan contribution or other transfer of their Subsidiaries) or funds of other property to the direct or indirect holders any holder of the Issuers' or any of their Subsidiaries' Equity Interests in of such Loan Party (collectively, “Restricted Payments”) other than: (a) the Loan Parties and their capacity as such (other than dividends or distributions payable in Subsidiaries shall be permitted to repurchase Equity Interests (i) from former employees, officers, directors, consultants or other than Disqualified Stock) of persons who performed services for the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers Loan Parties or any of their Subsidiaries held in connection with the cessation of such employment or service, (ii) pursuant to the terms of employee stock plans, employee restricted stock agreements or similar arrangements by any the cancellation of Indebtedness, (iii) upon the exercise of stock options or warrants if such transaction is non-cash and such repurchased Equity Interests represent a portion of the exercise price of such options or warrants, and (iv) upon withholding of a portion of the Equity Interests granted or awarded to a current or former director, officer, employee or consultant to pay for the taxes payable by such Person upon such grant or award (other than the Issuers or any of its Subsidiariesupon vesting thereof); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness provided that is subordinated all repurchases pursuant to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; foregoing clauses (i) or (dii) make any Restricted Investment (do not exceed an aggregate of $1,000,000 per Fiscal Year for all such payments and other actions set forth in these clauses payments; and (ab) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default or Event of Default has occurred and is continuing or would be caused therebyresult therefrom, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlBorrower may make Tax Distributions.

Restricted Payments. The Issuers Borrower shall not, and nor shall not permit any of their its Subsidiaries to, directly or indirectly: , declare, order, pay, make or set apart any sum for any Restricted Payment, except for the following: (ai) declare Restricted Payments by any Subsidiary of the Borrower to any Loan Party and (ii) Restricted Payments by a non-Wholly-Owned Subsidiary of the Borrower to its shareholders generally so long as the Borrower or any Subsidiary which owns the equity interest or interests in the non-Wholly-Owned Subsidiary paying such dividends receives at least its proportionate share thereof (based on its relative holdings of equity interests in the non-Wholly-Owned Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary); (b) dividends and distributions declared and paid on the common Stock of the Borrower and payable only in common Stock of the Borrower; (c) cash dividends on the Stock of the Borrower to Holdings paid and declared in any Fiscal Year solely for the purpose of funding the following: (i) ordinary operating expenses of Holdings not in excess of $4,000,000 in the aggregate in any Fiscal Year; (ii) reasonable and customary indemnification claims made by directors or officers of Holdings attributable to the ownership or operations of the Borrower and its Subsidiaries; (iii) payments by Holdings in respect of foreign, federal, state or local taxes owing by Holdings in respect of the Borrower and its Subsidiaries, but not greater than the amount that would be payable by the Borrower and its Subsidiaries, on a consolidated, combined or unitary basis; (iv) the Restricted Payments permitted to be made by Holdings under clause (f) below; and (v) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering (whether or not successful) permitted by this Agreement; (d) Restricted Payments by the Borrower to pay any dividend (or make any Restricted Payments to allow the Holdings to pay) for the repurchase, retirement or other payment acquisition or distribution on account retirement for value of common Stock of the Issuers' Borrower or Holdings held by any future, present or former employee, director or consultant of the Borrower, Holdings or any of their Subsidiaries Equity Interests (including, without limitation, pursuant to any payment in connection with any merger management equity plan or consolidation involving the Issuers stock option plan or any other management or employee benefit plan or agreement, or may make Restricted Payments in respect of their SubsidiariesSARs; provided, however, that the aggregate amount of Restricted Payments made under this clause (d) or does not exceed in any calendar year $10,000,000 (which shall increase to $20,000,000 subsequent to a Qualifying IPO) (with unused amounts in any calendar year being permitted to be carried over to the direct or indirect holders two succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed (i) the Net Cash Proceeds from the sale of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests Stock (other than Disqualified StockStock or Permitted Cure Securities) to members of management, directors or consultants of Holdings or its Subsidiaries that occurs after the Closing Date plus (ii) the amount of any cash bonuses otherwise payable to members of management, directors or consultants of Holdings or any of its Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Stock of the Issuers Borrower or Holdings pursuant to a deferred compensation plan plus (iii) the cash proceeds of key man life insurance policies received by Holdings, the Borrower or its Subsidiaries after the Closing Date (provided, that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (i), (ii) and (iii) above in any calendar year) less (iv) the amount of any Restricted Payments previously made pursuant to clauses (i), (ii) and (iii) above; and provided, that, for the avoidance of doubt, as contemplated by this clause (d), cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of management of Holdings, any direct or indirect parent of Holdings, the Issuers Borrower or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, its Subsidiaries in connection with a repurchase of equity interests of Holdings or any merger direct or consolidation involving indirect parent of Holdings will not be deemed to constitute a Restricted Payment for purposes of this Section 8.5; (e) (i) the Issuersrepurchase of Stock or Subordinated Debt, if such repurchase is completed through the issuance of Stock or new Permitted Subordinated Indebtedness, (ii) any Equity Interests regularly scheduled or otherwise required repayments or redemptions of Subordinated Debt and (iii) renewals, extensions, refinancings and refundings of Subordinated Debt, as long as such renewal, extension, refinancing or refunding is permitted under Section 8.1 (Indebtedness); (f) the repurchase of company granted stock awards or options necessary to satisfy obligations attributable to tax withholding; (g) so long as no Event of Default is continuing or would result therefrom, Restricted Payments not otherwise permitted under this Section 8.5; provided, however, that the aggregate amount of all such Restricted Payments, together with the aggregate amount of all Investments made under Section 8.3(k), shall not exceed (i) $200,000,000 as of the Issuers most recently ended Test Period in the aggregate plus (ii) the Available Amount; and (h) after a Qualifying IPO, Restricted Payments may be made to pay, or to allow Holdings or a parent company of Holdings to pay, dividends and make distributions to, or repurchase or redeem shares from, its equity holders in an amount equal to 6.0% per annum of the Net Cash Proceeds received by the Borrower from any public offering of Securities of the Borrower or any direct or indirect parent of their Subsidiaries held by the Borrower; provided, however, that the Restricted Payments described in clauses (c) through (h) above shall not be permitted if either (A) an Event of Default or Default shall have occurred and be continuing at the date of declaration or payment thereof or would result therefrom or (B) such Restricted Payment is prohibited under the terms of any Person Indebtedness (other than the Issuers Obligations) of the Borrower or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control.

Restricted Payments. The Issuers shall Credit Parties will not, and shall not nor will they permit any of their Subsidiaries Subsidiary to, directly or indirectly: , declare, order, make or set apart any sum for or pay any Restricted Payment, except: (a) declare to make dividends payable solely in the same class of Equity Interests (or if different, common Equity Interests) of such Person; (b) to make dividends or other distributions payable to the Credit Parties (directly or indirectly through its Subsidiaries), or, in the case of any Subsidiary that is not a wholly-owned Subsidiary of the Borrower, such Subsidiary may make dividends and distributions ratably to any other holders of such Subsidiary’s Equity Interests with respect to their Equity Interests; (c) to make Permitted Tax Distributions; (d) for the payment of any earn-out payments in connection with a Permitted Acquisition or Investment permitted pursuant to Section 6.5; provided that no Event of Default is then continuing or would result therefrom; (e) so long as (i) no Event of Default exists or would result therefrom, (ii) after giving effect to such Restricted Payment on a Pro Forma Basis, the Credit Parties are in compliance with each of the financial covenants set forth in Section 5.9 and (iii) after giving effect to such Restricted Payment on a Pro Forma Basis, the Credit Parties shall have at least $10,000,000 of Liquidity, the Borrower may pay any dividend dividends or make any other payment distributions to permit the Parent to redeem or distribution on account repurchase equity interests of the Issuers' Parent in an aggregate amount not to exceed $25,000,000 in any fiscal year, provided, that the foregoing limitation shall (x) not apply to any redemption, repurchase or repayment to the extent funded by proceeds of the issuance of equity by the Parent so long as such proceeds are contemporaneously used by the Parent to redeem, repurchase or repay any equity or debt of the Parent held by officers, directors or employees of the Credit Parties and (y) exclude the repayment or prepayment of loans made by the Parent or any of their its Subsidiaries Equity Interests in connection with such redemption or repurchase or other acquisition of such equity interests, provided that such prepayment or repayment of loans constitutes a cashless transaction; (f) the Borrower may make dividends and distributions to the Parent, to the extent necessary to permit the Parent to maintain its legal existence and to pay reasonable out-of-pocket general administrative costs and expenses (which may include out-of-pocket legal, accounting and filing costs, other reasonable and customary corporate overhead expenses incurred in the ordinary course of business and customary transaction-based fees and expenses of third-party investment bankers and advisers for services rendered to the Parent relating to the Parent and its Subsidiaries not prohibited hereunder), so long as the Parent, as applicable, applies the amount of any such Restricted Payment for any such purpose within 60 days of receipt; (g) the Borrower may make distributions to the Parent which are concurrently used by the Parent to pay operating expenses, professional fees, expenses and indemnifications and director’s or manager’s fees, expenses and indemnifications, solely to the extent (x) attributable to the Parent’s ownership relating to the Credit Parties or any Subsidiary thereof, (y) incurred in the ordinary course of business and (z) otherwise permitted hereunder; (h) so long as no Event of Default exists or would result therefrom, the Borrower or any Subsidiary thereof may pay, as and when due and payable, amounts owing with respect to Subordinated Debt, solely to the extent permitted under the subordination terms applicable thereto; and (i) the Borrower or any Subsidiary may, or the Borrower or any Subsidiary may make distributions to the Parent which are concurrently used by the Parent to, in each case, pay amounts due and owing under Seller Notes and Earn-Out Obligations so long as (i) such Seller Notes and Earn-Out Obligations are otherwise permitted under Section 6.1 and (ii) with respect to the Target being acquired from the issuance of such Seller Notes or the incurrence of such Earn-Out Obligations, the Administrative Agent, on behalf of the Secured Parties, shall have received a first priority perfected security interest (subject to Permitted Liens) in all property (including, without limitation, any payment Equity Interests) acquired with respect to such Target in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or accordance with, and to the direct or indirect holders extent required by, the terms of Section 5.12 and the Issuers' or any of their Subsidiaries' Equity Interests Target, if a Person, shall have executed a Joinder Agreement in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable accordance with, and to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused therebyextent required by, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition terms of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlSection 5.10.

Restricted Payments. The Issuers Company shall not, and nor shall not it permit any of their its Subsidiaries to, directly or indirectly: (a) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Payments; provided that the following Restricted Payments"). So Payments shall be permitted so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: occur or result from such Restricted Payments: (a) (i) Restricted Payments payable solely in shares of Company’s Qualified Stock or (ii) any equity or equity-based award, warrant or other right to acquire any such Qualified Stock (and any Restricted Payments pursuant to such awards, warrants, or other rights); (b) (i) each Subsidiary may make Restricted Payments to the redemptionCompany and to any other Subsidiaries that are not Excluded Subsidiaries (and, in the case of a payment by a non-wholly owned Subsidiary, to the Company or any such other Subsidiaries that are not Excluded Subsidiaries) and to each other owner of Stock of such Subsidiary (that is not an Excluded Subsidiary) ratably according to their relative ownership interests of the relevant class of Stock or as otherwise required by the applicable Organizational Documents and (ii) any Excluded Subsidiary may make Restricted Payments to any other Excluded Subsidiary; (c) Repurchases, retentions, or other acquisitions of Qualified Stock that occur or are deemed to occur in connection with the vesting, exercise, or settlement of equity or equity-based awards or warrants or other securities convertible into or exchangeable for Qualified Stock if such repurchase, retirementretention, defeasance or other acquisition of Qualified Stock represents payment of any Subordinated Notes in exchange for, or out portion of the net cash proceeds exercise price of such awards, warrants or securities pursuant to a “cashless exercise” or similar feature or any portion of the substantially concurrent sale amount necessary to satisfy tax withholding obligations; (other than d) the Company or any Subsidiary may receive or accept the return to a the Company or any Subsidiary of Stock of the IssuersCompany constituting a portion of the purchase price consideration in settlement of indemnification claims in connection with a Permitted Acquisition; (e) ofRestricted Payments constituting cash payments made in lieu of issuance of fractional shares; (f) purchases, redemptions, retirements or other acquisitions of Qualified Stock (i) held by current or former directors, officers, employee or consultants (or their transferees, estates or beneficiaries under their estates) of the Note Parties and any Subsidiaries in an aggregate amount not to exceed, in any fiscal year, $1,000,000, with unused amounts in any fiscal year (the “Unused Amounts”) being carried over solely to the immediately succeeding fiscal year, and the Unused Amounts shall be deemed to be available and used solely after the use in full of the amount available to be used for such immediately succeeding fiscal year without the inclusion of the Unused Amounts; (g) the Company may make Restricted Payments in connection with the retention of Equity Interests constituting Qualified Stock in payment of the Issuers withholding taxes in connection with equity-based compensation plans; and (other than Disqualified Stock); (bh) the defeasanceCompany’s purchase, redemption, repurchase retirement or other acquisition of subordinated Indebtedness its Stock with the proceeds received from a substantially concurrent issue of new shares of its Qualified Stock or from cash proceeds received solely from the settlement of Permitted Equity Derivatives. Except as otherwise provided in Section 8(g) of the Exchange Agreement, none of (w) the issuance of new shares of the Company’s Qualified Stock, or the application of cash proceeds received from a Permitted 2025 Notes Refinancing or the settlement of Permitted Equity Derivatives, to consummate the conversion, exercise, repurchase, redemption, settlement, unwinding or early termination or cancellation of (whether in whole or in part and including by netting or set-off) the 2025 Notes or any Permitted 2025 Notes Refinancing thereof (in each case, (A) to the extent not prohibited by the terms of the 2025 Notes, any Permitted 2025 Notes Refinancing thereof or any Permitted Equity Derivatives, as applicable and (B) upon the satisfaction of any condition that would permit or require any of the Issuers foregoing), (x) the issuance of or their Subsidiaries the performance of obligations under (including any payments of interest) the 2025 Notes in accordance with the net cash proceeds from an incurrence terms thereof, (y) any Permitted 2025 Notes Refinancing thereof or (z) any Permitted Equity Derivatives and any settlement, unwinding or early termination or cancellation thereof, shall be prohibited by this Section 4.26, any other provision of Permitted Refinancing Indebtedness; (c) the payment of this Agreement or any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlother Note Document.

Restricted Payments. The Issuers shall notNo Credit Party shall, and no Credit Party shall not permit or cause any of their its Subsidiaries to, directly (i) declare, pay or indirectly: (a) declare or pay make any dividend or make distribution of cash, securities or other Property on any shares of its capital stock or other payment equity or distribution on account of the Issuers' ownership interests or any of their Subsidiaries Equity Interests securities, (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiariesii) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or apply any of its Subsidiaries); Property to the acquisition, redemption or other retirement of any of its capital stock or other equity or ownership interests or securities or of any warrants, options or other rights to purchase or acquire, exchangeable or exercisable for, or convertible into, any of the foregoing, (ciii) make any payment on or with respect toprepayment of principal of, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, any Subordinated Debt, the Stated Maturity thereof; Indebtedness evidenced by the Seller Subordinated Note or the Indebtedness under the Management Services Agreement, (iv) pay any salaries, bonuses or other compensation for services to the officers, directors, stockholders or Affiliates of any Credit Party, (v) pay any management, service, consulting, advisory or similar fees to the officers, directors, employees, stockholders or Affiliates of any Credit Party, whether for services rendered to such Credit Party or otherwise, or (dvi) make any other payments, whether pursuant to promissory notes or for non-competition covenants or otherwise, to any of officers, directors, stockholders or Affiliates of any Credit Party (the items described in clauses (i) through (vi) above are referred to herein as “Restricted Investment (all such payments and other actions set forth in these clauses Payments”). Notwithstanding the foregoing: (a) through any Wholly-Owned Subsidiary of a Credit Party (dincluding any such Wholly-Owned Subsidiary that is a Foreign Subsidiary) being collectively referred may declare and pay dividends and other distributions to such Credit Party or to any other Credit Party; (b) any Credit Party may pay dividends in the form of common Capital Stock to the extent such common Capital Stock (other than the common Capital Stock of the Parent) is pledged to Agent, for the benefit of the Lender Parties, as "Restricted Payments"). So long as collateral security for the Obligations in accordance with Section 6.7; (c) any Credit Party may make, upon termination of an employee of a Credit Party, distributions to Parent solely sufficient to permit Parent to redeem for cash any equity securities or warrants or options to acquire any equity securities of Parent owned by such employee, provided, that Parent promptly uses the proceeds of such distributions for such purposes and all of the following conditions are satisfied with respect to each such distribution: (i) no Default or Event of Default has occurred and is continuing or would be caused therebyarise as a result of such distribution; (ii) after giving effect to such distribution, the preceding provisions Credit Parties are in compliance on a pro forma basis with the financial covenants referenced in Section 7.1 (recomputed for the most recent period for which financial statements have been delivered in accordance with the terms hereof after giving effect thereto); (iii) the aggregate amount of such distributions shall not prohibit: exceed $2,000,000 since the Closing Date; and (aiv) (A) Excess Availability would be greater than or equal to $5,000,000 immediately after giving effect to such payment, (B) Borrowers provide projections to Agent, in form and substance reasonably satisfactory to Agent, demonstrating that Excess Availability shall be at least $5,000,000 at all times during the redemptionnine (9) consecutive months following such prepayment after giving pro forma effect to such prepayment, repurchase, retirement, defeasance (C) no Default or other acquisition Event of any Subordinated Notes in exchange for, or out Default shall have occurred and is continuing as of the net cash proceeds date of such prepayment or would result therefrom, and (D) Borrowers provide a certificate certified by a Responsible Officer of Parent certifying that the Fixed Charge Coverage Ratio, calculated (x) on a pro forma basis after giving effect to such prepayment as if such prepayment occurred on the first day of the substantially concurrent sale four Fiscal Quarter period ended on or before the occurrence of such prepayment and (y) deducting all non-financed Capital Expenditures, is at least 1.25 to 1.00, together with supporting documentation in respect of such certification, in each case in form and substance reasonably satisfactory to Agent; (d) any Credit Party may make distributions to Parent solely sufficient to permit Parent to pay as and when due and payable franchise taxes and other than similar ordinary course licensing expenses and other general and customary holding company costs and expenses incurred in the Ordinary Course of Business and otherwise relating to activities in which Parent otherwise is permitted to engage under the Loan Documents to the extent no Default or Event of Default has occurred and is continuing or would arise as a Subsidiary result of such distributions unless Agent and Documentation Agent otherwise agree in writing; provided, however, that upon the Issuersoccurrence and during the continuance of a Default or an Event of Default, any Credit Party may make distributions to Parent solely sufficient to permit Parent to pay as and when due and payable (i) of, Equity Interests taxes and accounting expenses for the preparation of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries tax returns required to be prepared in connection with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary such taxes, (ii) governmental filing fees, (iii) reasonable expenses necessary to perform its obligations under the Loan Documents and (iv) insurance premiums, provided further that Parent shall have provided to Agent, in form and substance reasonably satisfactory to Agent, supporting documentation in respect of the Issuers foregoing; (e) Borrower may pay as and when due and payable the amounts permitted to be paid on the Indebtedness evidenced by the Seller Subordinated Note to the holders extent expressly permitted by the Seller Subordinated Note Subordination Agreement; (f) the Credit Parties may pay (i) reasonable compensation to officers and employees for actual services rendered to Parent and its Subsidiaries in the Ordinary Course of its Equity Interests on a pro rata basis; Business, and (dii) reimbursement of actual out-of-pocket expenses incurred in connection with attending board of director meetings and, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, directors’ fees, not to exceed in the aggregate, with respect to all such items described in the foregoing clause (ii), $200,000 in any Fiscal Year of Parent; (g) Parent, Levtran Acquisition and DTLR may pay as and when due and payable (i) the making amounts permitted to be paid under the Management Services Agreement to the extent expressly permitted by the Management Services Agreement Subordination Agreement, and (ii) a closing fee not in excess of a Change $525,000, which fee (x) constitutes the fee payable pursuant to Section 4(a)(iii)(C) of the Management Services Agreement on account of the “Significant Transaction” (as defined in Control offer the Management Services Agreement) consisting of the Closing of this Agreement and the other Loan Documents, and (y) shall be payable on the Closing Date; and (h) any Credit Party may pay as and when due and payable, regularly scheduled payments of interest only, at the non-default rate on the Subordinated Debt to repurchase the Senior Notes after a Change in Controlextent expressly permitted under the applicable Subordination Agreement.

Restricted Payments. The Issuers shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any of their its Subsidiaries to, directly or indirectly: (ai) declare or pay make any dividend or make any other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of the Issuers' any Stock or any of their Subsidiaries Equity Interests Stock Equivalent, or (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (bii) purchase, redeem or otherwise acquire or retire for value any Stock or Stock Equivalent now or hereafter outstanding (includingthe items described in clauses (i) and (ii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower, without limitation, in connection with any merger or consolidation involving the Issuersand except that: (a) any Equity Interests non-Wholly-Owned Subsidiary of the Issuers Borrower may pay cash distributions to its shareholders, members or any partners generally, so long as the Borrower or its Subsidiary which owns the Stock in such non-Wholly-Owned Subsidiary receives at least its proportionate share of their Subsidiaries held such distributions (based upon its relative holding of the Stock in such non-Wholly-Owned Subsidiary and taking into account the relative preferences, if any, of the various classes of Stock of such non-Wholly-Owned Subsidiary); (b) Holdings may declare and make dividend payments or other distributions payable solely in its Stock or Stock Equivalents of Holdings permitted to be issued by any Person it under this Agreement; (other than c) Holdings may issue Shareholder Subordinated Notes to, and the Issuers Borrower may make cash distributions to Holdings which are promptly used by Holdings to (x) redeem from current or former officers, directors and employees of Holdings or any of its Subsidiaries); Subsidiaries Stock and Stock Equivalents of Holdings and (y) to make principal and interest payments in respect of Shareholder Subordinated Notes theretofore issued by Holdings pursuant to this clause (c) make any payment on provided all of the following conditions are satisfied: (i) no Default or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment Event of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, arise as a result of the preceding provisions shall not prohibit: issuance of any Shareholder Subordinated Note or the making of such Restricted Payment; and (aii) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than aggregate Restricted Payments permitted pursuant to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; this clause (c) (including the payment aggregate payments made in respect of Shareholder Subordinated Notes) (x) in any dividend by NLC or a Subsidiary Fiscal Year shall not exceed $1,000,000 and (y) during the term of the Issuers to the holders of its Equity Interests on a pro rata basis; and this Agreement shall not exceed $3,000,000; (d) the making Borrower may pay cash distributions to Holdings so long as the proceeds thereof are promptly used by Holdings to pay operating expenses incurred in the Ordinary Course of a Change Business (including, without limitation, outside directors and professional fees, expenses and indemnities, but excluding any management or similar fees payable to the Sponsor or any of its Affiliates) and other similar corporate overhead costs and expenses, provided that the aggregate amount of all cash distributions paid pursuant to this clause (d) shall not exceed $500,000 in Control offer any Fiscal Year; (e) the Borrower may pay cash distributions to Holdings at the times and in the amounts necessary to enable Holdings to pay its tax obligations; provided that the amount of cash distributions paid pursuant to this clause (e) to enable Holdings to pay Federal and state income taxes at any time shall not exceed the amount of such Federal and state income taxes actually owing by Holdings at such time for the respective period; (f) Holdings may repurchase fractional shares of its Stock and Stock Equivalents from officers, directors and employees of Holdings or any of its Subsidiaries in an aggregate amount not to exceed $100,000 during the Senior Notes after a Change in Controlduration of this Agreement; and (g) [Intentionally Omitted].

Restricted Payments. The Issuers Borrower shall not, and nor shall not it permit any of their Subsidiaries Subsidiary to, declare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) declare or pay each Subsidiary may make Restricted Payments to the Borrower, any dividend or make Subsidiaries of the Borrower that are Guarantors and any other payment or distribution on account Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the Issuers' type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or any of their Subsidiaries other distributions payable solely in the common stock or other common Equity Interests of such Person; (including, without limitation, c) the Borrower may distribute rights pursuant to any payment existing shareholder rights plan or redeem such rights in accordance with the terms of any such existing shareholder rights plan; (d) the Borrower and its Subsidiaries may make Restricted Payments in connection with any merger or consolidation involving the Issuers or pursuant to any of their Subsidiaries) its employee benefits plans or to in connection with the direct employment, termination or indirect holders compensation of the Issuers' its employees, officers, directors or consultants, including any repurchase or retention of their Subsidiaries' Equity Interests in their capacity as such payment of withholding taxes in connection with equity-based compensation arrangements; (other than dividends or distributions payable in e) the Borrower may make non-cash repurchases of Equity Interests (other than Disqualified Stock) that are deemed to occur upon exercise of stock options if the proceeds of such repurchases are deemed to represent a portion of the Issuers exercise price of such options; (f) the Borrower may repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversion of convertible securities; (g) the Borrower may make any payment at the maturity of, or any Subsidiary payment constituting an Early Retirement of its Public Indebtedness; (h) the Issuers or payable Borrower may (i) declare and pay cash dividends to the Issuers or a Subsidiary of the Issuers); its stockholders and (bii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any cash Equity Interests issued by it, if (A) such declaration and payment would be permitted under Section 3.4 of the Issuers or any of their Subsidiaries held by any Person Senior Secured Notes Indenture were the same to be treated as a “Restricted Payment” (other than as defined in the Issuers or any of its SubsidiariesSenior Secured Notes Indenture), and (B) after giving effect thereto, the Borrower would not be in Default; and (ci) the Borrower may make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase required under the Senior Secured Notes after a Change in Control(or any other Indebtedness permitted under Section 7.02(k)) upon an asset disposition.

Restricted Payments. The Issuers shall notNo North American Group Member shall, and shall not permit any of their Subsidiaries to, directly or indirectly: (ai) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable solely in Equity Interests (other than Disqualified Stock) common Capital Stock of the Issuers Person making such dividend) on, or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect toaccount of, or set apart assets for a sinking or other analogous fund for, the purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchasedefeasance, retirement, defeasance retirement or other acquisition of any Subordinated Notes in exchange forCapital Stock of any North American Group Member, whether now or hereafter outstanding, or out make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the net any North American Group Member or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash proceeds of the substantially concurrent sale or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with this Agreement) (any such payment referred to in clauses (i) and (ii), a Subsidiary “Restricted Payment”), other than: (a) redemptions, acquisitions or the retirement for value or repurchases (or loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the Issuers) ofexercise of stock options or warrants for such Capital Stock, Equity Interests of or any executive or employee savings or compensation plans, or, in each case to the Issuers (extent applicable, their respective estates, spouses, former spouses or family members or other than Disqualified Stock); permitted transferees; (b) any Subsidiary (including an Excluded Subsidiary) may make Restricted Payments to its direct parent or to the defeasance, redemption, repurchase Borrower or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; Guarantor that is a Wholly Owned Subsidiary; (c) any JV Subsidiary may make Restricted Payments required or permitted to be made pursuant to the payment of any dividend by NLC or a Subsidiary terms of the Issuers joint venture arrangements in effect on the Effective Date (or otherwise as approved by the Lender) to holders of its Capital Stock, provided that, the Borrower and its Subsidiaries have received their pro rata portion of such Restricted Payments; (d) any Subsidiary that is not a North American Group Member may make Restricted Payments to any other Subsidiary or Subsidiaries that are not North American Group Members; (e) [intentionally omitted]; (f) the Borrower may make Restricted Payments so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of such payment and (ii) immediately prior to and after giving effect to such Restricted Payment, the Consolidated Leverage Ratio shall be less than 3.00 to 1.00; and (g) the Borrower may make Restricted Payments in respect of preferred Capital Stock of the Borrower to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlthereof.

Restricted Payments. The Issuers Borrowers shall not, and shall not permit any of their Subsidiaries toRestricted Subsidiary, directly or indirectly: to (ai) declare or pay make any dividend or make any other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of the Issuers' any shares of any class of Capital Stock of such Borrower or such Restricted Subsidiary, (ii) make any of their Subsidiaries Equity Interests (includingpre-payments with respect to principal of, without limitationor redemption or repurchase of, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or Debt that is subordinated to the direct Obligations, or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (biii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) shares of any Equity Interests class of Capital Stock of the Issuers Company or any Subsidiary of their Subsidiaries held by any Person (other than the Issuers Company or any of warrants, rights or options to acquire any such shares, now or hereafter outstanding, or reduce its Subsidiariescapital (collectively, “Restricted Payments”); provided, however, that the foregoing shall not prohibit: (a) the declaration and making of any dividend payment or other distribution by either Borrower or any Restricted Subsidiary payable in Common Stock of such Borrower or such Restricted Subsidiary, as applicable; (b) with respect to any Restricted Subsidiary, the declaration and making of any dividend payment or other distribution (A) payable to either Borrower or any Restricted Subsidiary (provided, that, if the payor is a Loan Party, such dividend payment or distribution must be payable to either Borrower or a Subsidiary Guarantor), or (B) where the Borrowers or the Restricted Subsidiary which owns the Capital Stock in the payor receives at least its proportionate share thereof (after giving effect to the relative rights and preferences of the various classes of Capital Stock of such payor); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest any dividend or principal and premiumother distribution within 60 days after the date of declaration of the dividend or other distribution, if any, at the Stated Maturity thereof; date of declaration the dividend or distribution would have complied with the provisions of this Agreement; (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition making of any Subordinated Notes Restricted Payment in exchange for, or out of the net cash proceeds of Net Cash Proceeds of, the substantially concurrent sale (other than to a Subsidiary of the IssuersCompany) of, Equity Interests Capital Stock of the Issuers Company (other than Disqualified Stock); ) or of the substantially concurrent contribution of common equity capital or surplus to the Company; (be) [reserved]; (f) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the defeasancerepurchase, redemption, repurchase redemption or other acquisition of subordinated Indebtedness or retirement for value of any Capital Stock of the Issuers Company or their Subsidiaries any Restricted Subsidiary in connection with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; any management equity subscription agreement, stock option agreement, shareholders' agreement, severance agreement, employee benefit plan or agreement or similar agreement; (cg) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represents a portion of the exercise price of those stock options; (h) the purchase by the Company of fractional shares upon conversion of any securities of the Company into Capital Stock of the Company; (i) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the declaration and payment of dividends to holders of any dividend by NLC class or a Subsidiary series of Disqualified Stock; (j) the issuance of Capital Stock of the Issuers Company (other than Disqualified Stock) for other Capital Stock of the Company in connection with any rights offering and payments for the redemption of fractional shares in connection with any rights offering; (k) dividends, distributions, redemptions, repurchases and prepayments of Capital Stock and Debt as contemplated by the Merger Agreement; and (l) any Restricted Payments to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlNRG Parent Group.

Restricted Payments. The Issuers shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any of their its Restricted Subsidiaries to, directly or indirectly: (ai) declare or pay make any dividend or make any other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of the Issuers' or any of their Subsidiaries Equity Interests its Stock or Stock Equivalents, (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (bii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); Stock or Stock Equivalents now or hereafter outstanding or (ciii) make any payment on or with respect toprepayment of principal of, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Junior Indebtedness (the Stated Maturity thereof; or items described in clauses (di), (ii) make and (iii) above are referred to as “Restricted Payments”) except that any Restricted Investment (all Subsidiary of a Borrower may make Restricted Payments to such payments Borrower and other actions set forth in these clauses any Restricted Subsidiary of a Borrower may make Restricted Payments to any Restricted Subsidiary of such Borrower, and except that: (a) through the Credit Parties and their Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in their respective Stock or Stock Equivalents; (db) being collectively referred the Credit Parties and their Restricted Subsidiaries may make (and may make distributions to as "the applicable Parent or any direct or indirect parent of such Parent to permit such Parent or such parent to make), and Parents may use cash on hand to make, payments and distributions to future, current and former officers, directors, managers, employees and consultants (or any current or former spouses or domestic partners, family members, trusts or other estate planning vehicles or estates or heirs of any of the foregoing) of any of the Credit Parties and their Restricted Payments"). So long as Subsidiaries (i) on account of redemptions of Stock and Stock Equivalents held by such Persons and (ii) in the form of forgiveness of Indebtedness of such Persons on account of purchases of Stock and Stock Equivalents held by such Persons; provided that both of the following conditions are satisfied: (i) no Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: arise as a result of such Restricted Payment; and (aii) the redemption, repurchase, retirement, defeasance or other acquisition sum of the aggregate amount of any Subordinated Notes in exchange for, or out of the net such cash proceeds of the substantially concurrent sale (other than redemptions pursuant to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); this clause (b) during the defeasanceterm of this Agreement does not exceed the greater of (x) $7,000,000 and (y) 10% of Combined EBITDA (determined on a Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction); (i) The Credit Parties and their Restricted Subsidiaries may make payments to or on behalf of the applicable Parent (and any entity that owns directly or indirectly 100% of the equity interests in any Parent) in an amount sufficient to permit such Parent (or such other entity, redemptionas applicable) to pay its licensing fees, repurchase franchise Taxes and other similar fees, Taxes and expenses, in each case, incurred in the ordinary course of business to maintain its legal existence and, without duplication, (ii) in the event any of the Credit Parties or their Restricted Subsidiaries file a consolidated, combined, unitary or similar income Tax return with the applicable Parent (or any other acquisition of subordinated Indebtedness direct or indirect parent of any of the Issuers Credit Parties and their Restricted Subsidiaries), the Credit Parties and their Restricted Subsidiaries may make payments to or their Subsidiaries with the net cash proceeds from an incurrence on behalf of Permitted Refinancing Indebtedness; such Parent (cor such other direct or indirect parent, as applicable) to pay or to permit the payment of any dividend income Taxes then due and payable in respect of such Tax return; provided that the aggregate amount of all such payments permitted by NLC or a Subsidiary this clause (ii) shall not exceed the amount of the Issuers such Taxes attributable to the holders of its Equity Interests on Credit Parties and their Restricted Subsidiaries that file such a Tax return with such Parent (or such other direct or indirect parent, as applicable); (iii) without duplication for payments provided under clause (ii), with respect to any taxable period ending after the Closing Date for which any Credit Party or Restricted Subsidiary is a partnership or disregarded entity for U.S. federal and/or applicable state or local tax purposes (other than a partnership or disregarded entity described in clause (ii)), such Credit Parties and Restricted Subsidiaries may make payments to their respective direct or indirect owners in an amount necessary to permit such direct or indirect parent to pay or to make a pro rata basisdistribution to its owners in an amount not to exceed the aggregate taxable income of such Credit Party (calculated with regard to tax deductible amortization or depreciation resulting from any increase in basis under Sections 743(b) and 734(b) of the Code (and any equivalent provisions of applicable tax laws)) multiplied by the highest combined marginal federal, state, and/or local income tax rate applicable to any individual or corporate taxpayer, whichever is higher, resident of New York (taking into account the deductibility of state and local income taxes for U.S. federal income tax purposes (and any limitations thereon) and prior year losses (to the extent not previously taken into account pursuant to this clause and taking into account any limitations on the utilization thereof) and without duplication, for the avoidance of doubt, of any amount of such taxes actually paid by such Credit Party and/or any of its Subsidiaries to the relevant taxing authority); and provided that any payment with respect to taxable income of any Unrestricted Subsidiaries shall be permitted to the extent of cash distributions by such Unrestricted Subsidiary; (d) payments to or on behalf of any direct or indirect parent of any of the making Credit Parties and their Restricted Subsidiaries may be made to permit such direct or indirect parent to make payments that would then be permitted to be made by the Credit Parties pursuant to Section 5.7; provided that such payments shall be made in lieu of, and not in addition to, such payments pursuant to Section 5.7; (e) payments by the Credit Parties and their Restricted Subsidiaries to or on behalf of any direct or indirect parent entities may be made in an amount sufficient to pay out-of-pocket legal, administrative, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of such direct or indirect parent entities; provided, the aggregate amount of such Restricted Payments does not exceed $2,000,000 in the aggregate in any Fiscal Year; (f) [reserved]; (g) each Borrower may make distributions to its applicable Parent which are immediately used by such Parent (or paid by such Parent to permit any direct or indirect parent entities of such Parent) to make cash payments in lieu of issuing fractional shares of Stock of such Parent (or any direct or indirect parent entities of such Parent), in an aggregate amount for all such distributions to any Parent not exceeding the greater of (x) $1,750,000 and (y) 2.5% of Combined EBITDA (determined on a Change Pro Forma Basis for the most recently ended four Fiscal Quarter period for which financial statements have been delivered on the date of the relevant transaction); (h) each Borrower may make distributions to its applicable Parent which are immediately used by such Parent to finance any Investment otherwise specifically permitted to be made by such Borrower or any of its Restricted Subsidiaries pursuant to Section 5.4; provided that (i) such distribution shall be made substantially concurrently with the closing of such Investment and (ii) such Parent shall, immediately following the closing thereof, cause (A) all property acquired (whether assets or capital stock) to be contributed to such Borrower or any of its Restricted Subsidiaries or (B) the merger (to the extent specifically permitted herein) of the Person formed or acquired into such Borrower or a Credit Party other than such Parent in Control offer order to repurchase consummate such Permitted Acquisition; (i) Restricted Payments (other than Restricted Payments by any Parent) payable on or in respect of any class, series or tranche of Stock or Stock Equivalents issued by a non-Wholly-Owned Subsidiary may be made so long as a Wholly-Owned Subsidiary of any Parent receives at least its pro rata share of such Restricted Payment in accordance with its Stock or Stock Equivalents in such class, series or tranche; (j) the Senior Notes Credit Parties may make the one-time cash distribution to the Borrowers’ respective equityholders in connection with the Transactions in an aggregate amount not exceeding $120,000,000; (k) [reserved]; (l) so long as no Event of Default under Section 7.1(a), Section 7.1(f) or Section 7.1(g) has occurred and is continuing or would result immediately thereafter therefrom, the Borrowers may make Restricted Payments in cash or property (consisting of dividends not otherwise permitted to be made by this Section 5.11) in an aggregate amount not to exceed the Available Amount as of the applicable date of such Restricted Payment; provided that, solely to the extent funded with proceeds of the kind described in clauses (x)(i) and (x)(iv) of the definition of “Available Amount”, after giving effect to such Restricted Payment, the Combined Total Net Leverage Ratio is not greater than 3.15:1.00 on a Change Pro Forma Basis computed as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered; (m) Restricted Payments payable solely in ControlQualified Stock and Stock Equivalents in respect of Qualified Stock may be made; and (n) so long as no Event of Default has occurred and is continuing or would result immediately thereafter therefrom, Restricted Payments in respect of Junior Indebtedness constituting (without duplication) (i) regularly scheduled interest payments (including, without limitation, non-cash payments of interest in kind or otherwise through additions to principal and payments due at maturity) and payment of fees, expenses and indemnification obligations, (ii) Permitted Refinancings, (iii) payments with, or conversions to, common Stock or Qualified Stock (or Stock of any direct or indirect parent entities of any Parent), (iv) payments as part of an “AHYDO catch-up payment”, (v) payments permitted by any subordination terms applicable to the relevant Junior Indebtedness, (vi) payment of earn-outs obligations and holdbacks permitted to be incurred under Section 5.5(q) and (vii) payments or repurchases not to exceed the Available Amount as of the applicable date of such Restricted Payment; provided that all of the following conditions are satisfied: (1) no Event of Default under Section 7.1(a), Section 7.1(f) or Section 7.1(g) shall have occurred and be continuing or would result immediately thereafter therefrom and (2) solely to the extent funded with proceeds of the kind described in clauses (x)(i) and (x)(iv) of the definition of “Available Amount”, after giving effect to such voluntary prepayment, the Combined Total Net Leverage Ratio is not greater than 3.15:1.00 on a Pro Forma Basis computed as of the last day of the most recently ended Fiscal Quarter for which financial statements have been delivered.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare Declare or pay any dividend or make any other payment or distribution on account of the Issuers' Borrower’s, or any of their Subsidiaries Equity Interests Restricted Subsidiary’s, Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers Borrower or any of their SubsidiariesRestricted Subsidiary) or to the direct or indirect holders of the Issuers' Borrower’s or any of their Subsidiaries' Equity Interests Restricted Subsidiary’s Capital Stock in their capacity as such (other than dividends or distributions (i) payable in Equity Interests Capital Stock (other than Disqualified Stock) of the Issuers Borrower or any (ii) payable to the Borrower and/or a Restricted Subsidiary of the Issuers Borrower or payable from a Foreign Subsidiary to the Issuers or a Subsidiary of the Issuersanother Foreign Subsidiary); , (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the IssuersBorrower) any Equity Interests Capital Stock of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); Borrower, (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the NotesSubordinated Indebtedness, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; thereof or a payment of principal or interest on Indebtedness owed to the Borrower or any of its Restricted Subsidiaries, or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) above being collectively referred to as "“Restricted Payments"”). So long as ; provided that: (A) during any time in which no Event of Default has occurred and is continuing or would be caused therebyexists, the preceding provisions shall not prohibit: (a) the redemptionBorrower may redeem, repurchase, retirementretire, defeasance defease or other acquisition of otherwise acquire any Subordinated Notes Indebtedness of the Borrower or any Restricted Subsidiary or any Capital Stock of the Borrower in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the IssuersBorrower) of, Equity Interests Capital Stock of the Issuers Borrower (other than Disqualified Stock); ; (bB) during any time in which no Event of Default exists, the defeasanceBorrower may defease, redemptionredeem, repurchase or other acquisition of subordinated otherwise acquire Subordinated Indebtedness of the Borrower or any of the Issuers or their Subsidiaries Restricted Subsidiary with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; ; (cC) during any time in which no Event of Default exists, any Restricted Subsidiary may (1) make loans or advances to the payment Borrower or any of its Restricted Subsidiaries and (2) pay any dividend by NLC or a the make any other distribution (x) to the Borrower or any Restricted Subsidiary of the Issuers or (y) to the holders of its Equity Interests Capital Stock on a pro rata basis; ; (D) during any time in which no Event of Default exists, the Borrower may repurchase its Capital Stock if deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof or represents shares tendered by an existing or former employee of the Borrower or any Subsidiary (or the estate, heirs or assigns of such employee) to satisfy the employer’s minimum statutory tax-withholding obligation related to employee stock awards; (E) during any time in which no Event of Default exists, the Borrower may, for any Fiscal Year ending during the term of this Agreement, declare and make Restricted Payments (excluding Restricted Payments otherwise permitted under this Section 10.5) in an aggregate amount equal to the greater of (i) ninety-five percent (95%) of Funds from Operations for such Fiscal Year and (dii) with respect to any tax year of the making Borrower, such amount as may be necessary for the Borrower to maintain the Borrower’s eligibility to be taxed as a REIT for such tax year; provided that, notwithstanding the foregoing, the Borrower may also make Restricted Payments in an amount equal to the amount that would need to be distributed to all of the Borrower’s stockholders in order for the Borrower to make the minimum distributions required to be distributed to its stockholders under the Code (a) to avoid the payment of taxes imposed under Sections 857(b)(1) and 4981 of the Code, and (b) to avoid the payment of taxes imposed under Section 857(b)(3) of the Code; (F) during any time in which an Event of Default exists (unless the Obligations have been accelerated or an Event of Default pursuant to Section 11.1(a), (b), (i) or (j) has occurred and is continuing), the Borrower may, with respect to any tax year of the Borrower, make Restricted Payments in such amount as may be necessary for the Borrower to maintain the Borrower’s eligibility to be taxed as a Change REIT for such tax year; provided that notwithstanding the foregoing, the Borrower may also make Restricted Payments in Control offer an amount equal to repurchase the Senior Notes amount that would need to be distributed to all of the Borrower’s shareholders in order for the Borrower to make the minimum distributions required to be distributed to its shareholders under the Code (a) to avoid the payment of taxes imposed under Sections 857(b)(1) and 4981 of the Code, and (b) to avoid the payment of taxes imposed under Section 857(b)(3) of the Code; (G) during any time after the Obligations shall have been accelerated or after an Event of Default pursuant to Section 11.1(a), (b), (i) or (j) has occurred and is continuing, the Borrower shall not, nor shall it permit any of its Subsidiaries to, make any Restricted Payments to any Person other than to the Borrower or any Subsidiary that is a Change in ControlCredit Party; and (H) so long as the Obligations have not been accelerated and no Event of Default has occurred and is continuing pursuant to Section 11.1(a), (b), (i) or (j), the Borrower may declare and make the E&P Distribution.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contribution, except that, so long as no Default or Event of Default shall have occurred and be continuing prior to or immediately after giving effect to any action described below or would result therefrom: (a) declare each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party (other than Parent, unless either (i) the Restricted Payment Conditions are satisfied, or (ii) such Restricted Payments are made to pay any dividend or make any other payment or distribution on account reimburse the Parent for expenses incurred in the ordinary course of the Issuers' Parent’s business, as conducted on the date hereof); (b) the Loan Parties and each Subsidiary may declare and make dividend payments or any of their Subsidiaries other distributions payable solely in the common stock or other common Equity Interests of such Person; (including, without limitation, c) the Loan Parties may issue and sell Equity Interests provided (and the Loan Parties may accept any payment capital contribution made in connection with any merger or consolidation involving such issuance and sale) that (i) (A) with respect to any Equity Interests, all dividends in respect of which are to be paid (and all other payments in respect of which are to be made) shall be in additional shares of such Equity Interests, in lieu of cash, (B) such Equity Interests shall not be subject to redemption other than redemption at the Issuers or any option of their Subsidiariesthe Loan Party issuing such Equity Interests, and (C) or all payments in respect of such Equity Interests are expressly subordinated to the direct or indirect holders of the Issuers' or Obligations, and (ii) no Loan Party shall issue any of their Subsidiaries' additional Equity Interests in their capacity as such a Subsidiary; (other than dividends or distributions payable in d) the Loan Parties may issue and sell Equity Interests (other than Disqualified Stock) of ), and the Issuers or Loan Parties may accept any capital contribution made in connection with any such issuance and sale, provided that no Subsidiary of any Loan Party shall issue any additional Equity Interests except to a Loan Party; (e) if the Issuers or payable to Restricted Payment Conditions are satisfied, (i) the Issuers or a Loan Parties and each Subsidiary of the Issuers); (b) may purchase, redeem or otherwise acquire Equity Interests issued by it, and (ii) the Parent may declare or retire for value pay cash dividends to its shareholders; and (includingf) to the extent constituting Restricted Payments, without limitationthe Loan Parties and their Subsidiaries may enter into transactions expressly permitted pursuant to Section 7.04. The Loan Parties shall provide the Collateral Agent (i) with written notice of any Restricted Payment, in connection with any merger or consolidation involving the Issuerseach case as otherwise permitted pursuant to this Section 7.06(e), no less than five (5) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated days prior to the Notes, except making thereof and (ii) with written confirmation (which shall include a payment of interest or principal and premiumfed reference number, if any, at applicable) on the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition date of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlany such Restricted Payment.

Restricted Payments. The Issuers shall (a) Unless mandatorily required by applicable Requirements of Law, but subject to the exceptions set forth in this Section 8.5, the Borrower will not, and shall will not permit any Subsidiary of their Subsidiaries it to, declare or pay any dividends, or return any Equity Interest (including capital contributions for future capitalization), to its stockholders or authorize or make any other distribution, payment or delivery of Property or cash to its stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly: , for a consideration, any shares of any class of Equity Interest now or hereafter outstanding (a) or any options or warrants issued by the Borrower or such Subsidiary with respect to its Equity Interest), or set aside any funds for any of the foregoing purposes, except that any Subsidiary of the Borrower shall be all times permitted to declare or pay any dividend or make any other payment or distribution on account of the Issuers' foregoing amounts to the Borrower or any Wholly-Owned Subsidiary thereof or to any minority shareholder of their Subsidiaries such declaring or paying Subsidiary ratably in accordance with its outstanding shareholdings (other than upon the occurrence and continuation of an Event of Default, in which case such amounts may be declared and paid only if the International Borrower (if such Subsidiary is a Subsidiary of the International Borrower) or if the Borrower (if such Subsidiary is not a Subsidiary of the International Borrower) receives, within two Business Days of such payment, a cash amount corresponding to such declared amounts (other than the ratable portion thereof allocable to any such minority shareholder in accordance with its outstanding shareholdings, which amount may be paid to such minority shareholder)). (b) Notwithstanding the foregoing, the following Restricted Payments shall be permitted: (i) dividends and distributions declared and paid on the common Equity Interests of any the Borrower or any Subsidiary thereof ratably to the holders of such common Equity Interests (including, without limitationin the case of any non-Wholly-Owned Subsidiaries, to any payment minority shareholders) and payable only in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' common Equity Interests of such Person and Restricted Payments by the Borrower solely in their capacity as such the form of its Equity Equivalents; (ii) the redemption, purchase or other than dividends acquisition or distributions payable in retirement for value by the Borrower of its common Equity Interests (other than Disqualified Stockor Equity Equivalents with respect to its common Equity Interests) from any present or former employee, director or officer (or the assigns, estate, heirs or current or former spouses thereof) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers Borrower or any of its Subsidiaries)Subsidiaries upon the death, disability or termination of employment of such employee, director or officer; (c) make any payment on or with respect toprovided, or purchasehowever, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment amount of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions cash dividends shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of exceed $1,000,000 in any Subordinated Notes in exchange for, or out Fiscal Year of the net cash proceeds of Borrower or $3,000,000 in the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basisaggregate; and (diii) Restricted Payments by the making Borrower in cash consisting of dividends or distributions not permitted to be made by this Section 8.5 in an aggregate amount not to exceed the sum of $3,000,000 and the Available Amount as of the applicable date of such Restricted Payment shall be permitted so long as (A) no Default shall have occurred and be continuing or shall occur as a result thereof, (B) after giving effect to such Restricted Payment on a Pro Forma Basis, the Borrower shall be in compliance with Section 5.1 and the Consolidated Net Leverage Ratio for the most recently completed Test Period shall not be greater than 2.00 to 1:00 and (C) delivery by the Borrower to Administrative Agent of a Change in Control offer to repurchase certificate of an Responsible Officer (on behalf of the Senior Notes after a Change in ControlBorrower) demonstrating the calculation of the Available Amount and compliance with the immediately preceding clauses (A) and (B).

Restricted Payments. The Issuers shall notDeclare or pay any dividends, and shall not purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of their its Subsidiaries toto do any of the foregoing, directly or indirectly: permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Borrower, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ai) the Borrower may (A) declare or and pay any dividend or make any other payment or distribution on account dividends and distributions payable only in its common Equity Interests, (B) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Issuers' Advances pursuant to Section 2.06(b), purchase, redeem, retire, defease or otherwise acquire Equity Interests with the proceeds received contemporaneously from the issue of new Equity Interests with equal or inferior voting powers, designations, preferences and rights, and (C) repurchase its Equity Interests owned by management or employees and physicians under contract with the Borrower or any of their its Subsidiaries Equity Interests in an amount not in excess of $10,000,000 in any twelve month period; (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiariesii) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable Borrower may (A) declare and pay cash dividends to the Issuers or Borrower, and (B) declare and pay cash dividends to any other Loan Party of which it is a Subsidiary Subsidiary; (iii) any of the Issuersnon-wholly owned Subsidiaries of the Borrower may declare and pay or make dividends and other distributions to its shareholders, partners or members (or the equivalent persons thereof) generally so long as the Borrower and each of the Subsidiaries that own any of the Equity Interests therein receive at least their respective proportionate shares of any such dividend or distribution (based upon their relative holdings of the Equity Interests therein and taking into account the relative preferences, if any, of the various classes of the Equity Interests therein); ; (biv) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the subordinated notes referred to in clause (i) or (ii) of the definition of "Subordinated Notes", provided that (1) immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Unused Revolving Credit Commitment is subordinated to the Notesnot less than $75,000,000, except a payment of interest or principal and premium, if any, (2) at the Stated Maturity thereof; or (d) make any Restricted Investment (all time of each such payments transaction and other actions set forth in these clauses (a) through (d) being collectively referred immediately after giving pro forma effect to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase each such transaction the Senior Notes after a Change in Control.Leverage Ratio is less than 2.50:1.00; [DELETE]

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (ai) declare Declare or pay any dividend or make any other payment distribution, direct or distribution indirect, on account of the Issuers' its Capital Stock now or any of their Subsidiaries Equity Interests hereafter outstanding, (including, without limitation, ii) make any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or pursuant to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers a guaranty by Issuer or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary Issuer of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers FFN Note or any Seller Note, (iii) repurchase, redeem, retire, defease, make any payment in respect of their Subsidiaries held by a sinking fund or similar payment, purchase or make any Person other acquisition for value, direct or indirect, of its Capital Stock or any direct or indirect parent of any Obligor, now or hereafter outstanding, (iv) make any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other than rights for the Issuers purchase or acquisition of shares of any class of its Capital Stock, now or hereafter outstanding, (v) return its Capital Stock to any shareholders or other equity holders of any Obligor or any of its Subsidiaries, or make any other distribution of property, assets, shares of Capital Stock, warrants, rights, options, obligations or securities thereto as such or (vi) except for transactions set forth on Schedule 7.02(h)(i) with respect to the Issuer and Schedule 7.02(h)(ii) with respect to FFN, hereto, pay any salaries, bonuses, management fees, or other form of compensation, fees or expenses (including the reimbursement thereof by any Obligor or its Subsidiaries) to any of its stockholders or other equityholders, Subsidiaries or Affiliates, or to any employees or family members thereof (collectively, “Restricted Payments”); provided, however, (a) in connection with the payment of any tax obligations of FFN pursuant to a consolidated tax return, the Issuer and any Subsidiary of the Issuer may make payments to FFN in such amounts equal to the tax obligations attributable to the operations of Issuer and such Subsidiaries of Issuer, (Schedule 7.02(h)(a) sets forth the true, correct and complete list of the amounts and dates of the payments made as of the Second Amendment Effective Date by the Issuer or its Subsidiaries under this clause (a), and also sets forth Obligors’ good faith estimate of such payments to be made after the Second Amendment Effective Date), (b) any Subsidiary of the Issuer may pay dividends to the Issuer or any Wholly-Owned Subsidiary of the Issuer, and any Subsidiary of FFN which is a Subordinated Guarantor and not a Subsidiary of the Issuer may pay dividends to FFN, and (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness provided that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and or Event of Default is continuing or would be caused therebyresult therefrom (except for defaults that have been waived by Amendment No. 2 and Waiver to Securities Purchase Agreement dated as of October 8, the preceding provisions shall not prohibit: 2009), (a1) the redemptionIssuer may make Restricted Payments described in clause (i) above to FFN in the amounts of not more than $6,000,000 during the first Fiscal Quarter of 2008 ($5,000,000 of which is to be used for general corporate purposes, repurchase, retirement, defeasance or other acquisition including but not limited to the payment of any Subordinated Notes fees and expenses incurred by FFN in exchange for, or out connection with and related to the preparation and filing of registration statements for the net cash proceeds public offering of the substantially concurrent sale (other than securities of FFN and $1,000,000 of which shall be limited in use to a Subsidiary payment of the Issuers) of, Equity Interests actual fees and expenses of the Issuers (other than Disqualified Stockthird parties in connection with such public offering of FFN securities); (b2) the defeasanceIssuer or Various, redemption, repurchase Inc. may pay or other acquisition make Restricted Payments to provide funds for FFN to pay the actual fees and expenses of subordinated Indebtedness third parties in connection with a Qualified Initial Public Offering up to and including the fourth Fiscal Quarter of any of the Issuers or their Subsidiaries with the net cash proceeds from 2009 in an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers aggregate additional amount not to the holders of its Equity Interests on a pro rata basisexceed $5,000,000; and (d3) the making Issuer or Various, Inc. may make additional Restricted Payments to make cash interest payments on the FFN Notes and to pay operating expenses, in an aggregate amount not to exceed an amount per Fiscal Quarter commencing the second Fiscal Quarter of a Change 2008 equal to $1,000,000 plus the Available Excess Cash Flow for the Fiscal Quarter most recently ended before an additional Restricted Payment is proposed to be made, and FFN shall be required to use the full amount of such Available Excess Cash Flow to make such cash interest payments; provided, however, that no $1,000,000 payments in Control offer this clause (3) shall be made if FFN is able to repurchase make cash interest payments on the Senior FFN Notes after a Change and meet its other obligations for operating expenses (which operating expenses have been incurred in Controlthe ordinary course of business in an amount not to exceed 110% of historical levels over the preceding three fiscal quarters) without such $1,000,000 payments but with such Available Excess Cash Flow and net operating cash flow from FFN’s business operations.”

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contributions, except that: (a) declare or pay any dividend or each Subsidiary may make Restricted Payments to the Borrower, any other payment or distribution on account Loan Party and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the Issuers' or any type of their Subsidiaries Equity Interests (including, without limitation, any payment Interest in connection with any merger or consolidation involving the Issuers or any respect of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as which such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); Restricted Payment is being made; (b) purchasethe Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower may issue and sell its common Equity Interests, redeem so long as the Net Cash Proceeds thereof are applied to the repayment of Loans pursuant to Section 2.05(b)(ii); (d) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase, retire, or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any of Equity Interests of the Issuers Borrower from any former or any present employee of their Subsidiaries held by any Person (other than the Issuers Borrower or any of its Subsidiaries); (c) make any payment on or with respect to, or purchaseany of their respective estates, redeem, defease spouses or otherwise acquire former spouses pursuant to any management equity plan or retire for value stock option plan or any Indebtedness other management or employee benefit plan or agreement; provided that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or amounts payable under this clause (d) make do not exceed $500,000 in any Restricted Investment calendar year; (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (ae) the redemption, repurchase, retirement, defeasance Borrower may issue shares of its common Equity Interests to management or employees of the Borrower under any employee stock option or stock purchase plan or other acquisition of employee benefits plan or any Subordinated Notes other equity compensation arrangement in exchange for, or out of the net cash proceeds of the substantially concurrent sale existence from time to time; and (other than to a f) Each Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers Borrower may make payments and distributions to the holders Borrower (whether directly or through sequential upstream Restricted Payments) that are used by the Borrower to pay federal and state income Taxes then due and owing, franchise Taxes and other similar licensing expenses incurred in the ordinary course of its Equity Interests on a pro rata basis; business and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlBorrower may pay any and all Taxes due.

Restricted Payments. The Issuers Declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall not, have occurred and shall not permit be continuing at the time of any of their Subsidiaries to, directly action described below or indirectly: would result therefrom: (a) declare or pay any dividend or each Subsidiary may make Restricted Payments to the Borrower, the Guarantors and any other payment or distribution on account Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Issuers' type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or any of their Subsidiaries other distributions payable solely in the common stock or other common Equity Interests of such Person; (includingc) the Borrower and each Subsidiary may purchase, without limitation, any payment in connection with any merger redeem or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' otherwise acquire Equity Interests in their capacity as such (other than dividends or distributions payable in issued by it with the proceeds received from the substantially concurrent issue of new shares of its Equity Interests (other than Disqualified StockEquity Interests); (d) to the extent constituting Restricted Payments, the Borrower and the Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Section 7.04 or 7.09; (e) repurchases of Equity Interests in the Borrower or any Restricted Subsidiary deemed to occur upon exercise of stock options or warrants to the extent that such Equity Interests represent a portion of the Issuers exercise price of such options or any Subsidiary of warrants; (f) the Issuers Borrower may pay (x) for the repurchase, retirement or payable to the Issuers other acquisition or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire retirement for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any of Equity Interests of the Issuers or any of their Subsidiaries Borrower held by any Person (other than present or former employee, officer or director of the Issuers Borrower or any direct or indirect parent of the Borrower or any of its Subsidiaries); Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan or any agreement (cincluding any stock subscription or shareholder agreement) with any employee or director of the Borrower or any of its Subsidiaries or any direct or indirect parent of the Borrower and (y) make certain Restricted Payments to employees, officers and directors of the Borrower or any payment on direct or indirect parent of the Borrower or any of its Subsidiaries in an amount not to exceed the Taxes payable by such Persons in respect of Equity Interests awarded to any such Person under any such plan; provided that the aggregate Restricted Payments made under clause (x) do not exceed in any calendar year $10,000,000; and provided, further, that to the extent the Borrower repurchases, retires or otherwise acquires for value Equity Interests of the Borrower from a Person and in a manner that would otherwise be subject to clause (x) above, but such repurchase, retirement or other acquisition for value is undertaken by the Borrower promptly following an award of Equity Interests by the Borrower to such Person and is in an amount not to exceed the Taxes payable by such Persons in respect of such Equity Interests awarded to such Person, such repurchases, retirements or other acquisitions for value shall be deemed to be Restricted Payments with respect toto Taxes governed by clause (y) above, or purchaserather than being subject to clause (x) above; and provided, redeemfurther, defease or otherwise acquire or retire for value any that cancellation of Indebtedness that is subordinated owing to the NotesBorrower from members of management, except a payment directors, managers or consultants of interest the Borrower or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment Subsidiary in connection with a repurchase of Equity Interests of the Borrower will not be deemed to constitute a Restricted Payment for purposes of this Section 7.07 or any other provision of this Agreement; and (all such payments and g) any other actions set forth Restricted Payments (other than in these clauses (athe form of a transfer of MLP GP Units or IDRs) through (d) being collectively referred to as "Restricted Payments"). So so long as on a Pro Forma Basis (x) no Default or Event of Default has occurred and is continuing or and (y) the Borrower would be caused thereby, in compliance with the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out Financial Covenant as of the net cash proceeds last day of the substantially concurrent sale (other than to most recent Test Period for which a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlCompliance Certificate has been delivered.

Restricted Payments. The Issuers shall Each Loan Party will not, and shall will not permit any of their its Restricted Subsidiaries to, directly or indirectly: make any Restricted Payment; provided, that so long as it is permitted by law, (a) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default has or Event of Default shall have occurred and is be continuing or would be caused therebyresult therefrom, the preceding provisions shall not prohibit: (a) the redemptionBorrower may make distributions to former employees, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange forofficers, or out directors of the net cash proceeds of the substantially concurrent sale Borrower (other than to a Subsidiary of the Issuers) ofor any spouses, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasanceex-spouses, redemption, repurchase or other acquisition of subordinated Indebtedness estates of any of the Issuers foregoing) on account of redemptions of Equity Interests of Borrower held by such Persons; provided, that the aggregate amount of such redemptions made by Borrower from and after the Closing Date does not exceed $10,000,000 in the aggregate, (b) so long as no Default or their Subsidiaries with Event of Default shall have occurred and be continuing or would result therefrom, Borrower may make distributions to former employees, officers, or directors of Borrower (or any spouses, ex-spouses, or estates of any of the net cash proceeds from an incurrence foregoing), solely in the form of Permitted Refinancing Indebtednessforgiveness of Indebtedness of such Persons owing to Borrower on account of repurchases of the Equity Interests of Borrower held by such Persons; provided, that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of Borrower, (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and [reserved], (d) (i) any US Loan Party may make Restricted Payments to any other US Loan Party, (ii) any Canadian Loan Party may make Restricted Payments to any other Canadian Loan Party, (iii) the making of a Change in Control offer US Loan Parties may make Restricted Payments to repurchase Restricted Subsidiaries that are not US Loan Parties so long as the Senior Notes after a Change in Controlfunds or other property so distributed are immediately applied to make further Restricted Payments to US Loan Parties, (iv) the Canadian Loan Parties may make Restricted Payments to Restricted Subsidiaries that are not Canadian Loan Parties so long as the funds or other property so distributed are immediately applied to make further Restricted Payments to Canadian Loan Parties, and (v) the Restricted Subsidiaries that are not Loan Parties may make Restricted Payments to other Restricted Subsidiaries that are not Loan Parties, and (e) other Restricted Payments by the Borrower so long as the Payment Conditions are satisfied.

Restricted Payments. The Issuers shall notNot, and shall not permit any of the Loan Parties and their Subsidiaries to, directly or indirectly: (a) declare or pay make any dividend or make distribution to any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' its Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers)Interests; (b) purchase, purchase or redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries)Equity Interests; (c) pay any management fees, transaction-based fees, or similar fees to any of its equity holders or any Affiliate thereof; (d) make any payment on account of Debt that has been contractually subordinated in right of payment to the Obligations if that payment is not permitted at that time under the applicable subordination terms and conditions; (e) make any prepayment of any unsecured Debt or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness Debt secured by a Lien that is junior or subordinated to the Notes, except a payment of interest or principal and premium, if any, at Liens securing the Stated Maturity thereofObligations; or (df) make set aside funds for any Restricted Investment of the foregoing (all such payments and other actions set forth any of the foregoing described in these clauses (a) through (df), each a “Restricted Payment”), except that: (i) being collectively referred any Subsidiary may pay dividends or make other distributions to as "Restricted Payments"). So long as no Default has occurred a Loan Party and is continuing any Loan Party may pay dividends or would be caused therebymake other distributions to any Loan Party or any Subsidiary of any Loan Party; (ii) in the event the Borrowers file a consolidated, combined, unitary or similar type income Tax return with Holdings, the preceding provisions Borrowers shall be permitted to make distributions to Holdings to permit Holdings to pay federal and state income Taxes when due and payable to the extent such Taxes are attributable to the income of the Borrowers and their Subsidiaries; (iii) the Loan Parties and their Subsidiaries may make payments for earn-outs and deferred purchase price payments in connection with Permitted Acquisitions in an aggregate amount not prohibit: to exceed of up to 150% of the EBITDA of the target for the most recently ended twelve month period for which financial statements have been delivered to Administrative Agent, provided that immediately before and after giving effect to such payments the Payment Conditions are satisfied; (iv) in each case to the extent due and payable on a nonaccelerated basis, each Borrower may make regularly scheduled payments of interest in respect of subordinated Debt in the form of seller notes or earn-outs, provided, that (a) the redemptionPayment Conditions are satisfied, repurchaseand (b) such payments are permitted under the applicable subordination agreement related thereto, retirement, defeasance and (v) each Borrower and each of its Subsidiaries may make dividends or other acquisition distributions payable solely in its Equity Interests; (vi) each Borrower and each of any Subordinated Notes its Subsidiaries may make cash payments under the Warranty solely to the extent such payments are permitted under the Intercreditor Agreement; and (vii) the Loan Parties and their Subsidiaries may make payments in exchange for, or out the form of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of Holdings as required by the Issuers Consideration Agreement (other than Disqualified Stock); (bas defined in the Green Remedies Acquisition Agreement as in effect on the date hereof) as in effect on the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controldate hereof.

Restricted Payments. The Issuers shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any of their its Restricted Subsidiaries toto make, directly or indirectly: , Restricted Payments, except that any Restricted Subsidiary of the Borrower may declare and pay dividends to the Borrower and to any other Person who owns such Equity Interests to the extent made on a pro rata basis, and except that: (a) the Borrower may (i) declare and make dividend payments or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Restricted Payments (i) payable solely in its Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends any Disqualified Equity) and (ii) repurchase or distributions payable in redeem Equity Interests (other than Disqualified StockEquity) with the net proceeds of the sale of its Equity Interests (other than Disqualified Equity) (or the Equity Interests (other than Disqualified Equity) of the Issuers a direct or any Subsidiary indirect parent of the Issuers or payable Borrower to the Issuers extent the proceeds of such sale are contributed to the Borrower as common equity), in each case to the extent such repurchase or a Subsidiary redemption is made substantially concurrently with such sale of the Issuers); Equity Interests; (b) purchasethe Borrower and the Restricted Subsidiaries may (i) pay (or make Restricted Payments to allow any other direct or indirect parent of the Borrower to pay) for the repurchase, redeem retirement or otherwise acquire other acquisition or retire retirement for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any of Equity Interests or settlement of equity-based awards of such Restricted Subsidiary (or of the Issuers Borrower or any of their Subsidiaries other such direct or indirect parent thereof) held by any Person future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of such Restricted Subsidiary (or the Borrower or any other than the Issuers direct or indirect parent thereof) or any of its Subsidiaries or (ii) make Restricted Payments in the form of distributions to allow any direct or indirect parent of the Borrower to pay principal or interest on promissory notes that were issued to any future, present or former employee, officer, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the foregoing) of such Restricted Subsidiary (or the Borrower or any other direct or indirect parent thereof) in lieu of cash payments for the repurchase, retirement or other acquisition or retirement for value of such Equity Interests or equity-based awards held by such Persons, in each case, upon the death, disability, retirement or termination of employment or services, as applicable, of any such Person or pursuant to any employee, manager or director equity plan, employee, manager or director stock option plan or any other employee, manager or director benefit plan or any agreement (including any stock subscription agreement, shareholder agreement or stockholders’ agreement) with any employee, director, officer or consultant of such Restricted Subsidiary (or the Borrower or any other direct or indirect parent thereof) or any of its Restricted Subsidiaries); provided that the aggregate amount of Restricted Payments made pursuant to this clause (b) shall not exceed $2,500,000 in any calendar year; provided further that such amount in any calendar year may further be increased by an amount not to exceed the Net Proceeds of key man life insurance policies received by the Borrower or its Restricted Subsidiaries less the amount of Restricted Payments previously made with the cash proceeds of such key man life insurance policies; and provided further that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from members of management of the Borrower, any of the Borrower’s direct or indirect parent companies or any of the Borrower’s Restricted Subsidiaries in connection with a repurchase of Equity Interests of any of the Borrower’s direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this covenant or any other provision of this Agreement; (c) the Borrower may make Restricted Payments to any direct or indirect parent of the Borrower: (i) for any taxable period in which the Borrower and/or any of its Subsidiaries is a member of a consolidated, affiliated, unitary, combined or similar group for U.S. federal, state or local Tax purposes of which such direct or indirect parent of the Borrower is the common parent (a “Tax Group”), to pay the U.S. federal, state and local income, franchise, and other similar Taxes of such Tax Group that are attributable to the Borrower and/or such Subsidiaries (and assuming that the Borrower is treated at all times as a corporation for U.S. federal income tax purposes); provided that, for each taxable period, the amount of such payments made in respect of such taxable period in the aggregate shall not exceed the amount that the Borrower and such Subsidiaries would have been required to pay as a stand-alone Tax Group; (ii) the proceeds of which shall be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) franchise and similar taxes and other fees and expenses required to maintain its (or any of its direct or indirect parents’) corporate existence; (iii) to finance any Investments permitted to be made pursuant to Section 5.4 and Section 5.6 if made by the Borrower or any of its Restricted Subsidiaries; 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 Borrower or the Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 5.3) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such Permitted Acquisition or Investment, in each case, in accordance with the requirements of Section 5.3; (iv) the proceeds of which (A) shall be used to pay salary, commissions, bonus and other benefits payable to and indemnities provided on behalf of officers, employees, directors and members of management of any direct or indirect parent company of the Borrower and any payroll social security or similar taxes thereof to the extent such salaries, commissions, bonuses and other benefits are attributable to the ownership or operation of the Borrower and the Restricted Subsidiaries or (B) shall be used to make payments permitted under Sections 5.6(k) and (m) (but only to the extent such payments have not been and are not expected to be made by the Borrower or a Restricted Subsidiary); (v) the proceeds of which shall be used by the Borrower to make Restricted Payments to allow any direct or indirect parent of the Borrower to pay (A) fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by any direct or indirect parent of the Borrower that is directly attributable to the operations of the Borrower and its Restricted Subsidiaries and (B) expenses and indemnities of the trustee with respect to any debt offering by any direct or indirect parent of the Borrower; (d) after (i) the occurrence of a Qualifying IPO and (ii) the prepayment by the Borrower of at least $150.0 million of aggregate principal amount of the Term Loans, the Borrower may make Restricted Payments in an amount not to exceed the Available Amount as of the date made; provided that any Restricted Payments in reliance of this subsection 5.7 (d) shall only be permitted if both immediately before and after giving effect thereto no Event of Default shall have occurred and be continuing; provided further, that, after giving Pro Forma Effect to such Restricted Payments (and any related incurrence of Indebtedness), (x) the Asset Coverage Ratio as of such date of determination is equal to or greater than the ratio as set forth in Section 6.1 hereof for the most recently ended Test Period and (y) the Total Net Leverage Ratio as of such date of determination does not exceed 5.00:1.00 for the most recently ended Test Period; (e) the Borrower may make distributions to any direct or indirect parent of the Borrower to make cash payments in lieu of issuing fractional shares in connection with the exercise of Equity Interests of such parent convertible into or exchangeable for Equity Interests of such parent; provided, however, that any such cash payment on shall not be for the purpose of evading the limitations of this Agreement; (f) repurchases of Equity Interests in the Borrower or any Restricted Subsidiary of the Borrower deemed to occur upon exercise of stock options or warrants or the settlement or vesting of other equity-based awards if such Equity Interests represent a portion of the exercise price of, or tax withholdings with respect to, such options, warrants or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated other equity-based awards; (g) to the Notesextent constituting Restricted Payments, except a payment the Credit Parties and their Restricted Subsidiaries may enter into transactions expressly permitted by Sections 5.2, 5.3 and 5.6; (h) [reserved]; (i) Restricted Payments made to any direct or indirect parent of interest the Borrower related to payments made or principal and premium, if any, at the Stated Maturity thereof; expected to be made in respect of withholding or (d) make any Restricted Investment (all such payments other payroll and other actions set forth in these clauses similar taxes payable by or with respect to any future, present or former employee, director, manager or consultant (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused therebyany spouses, the preceding provisions shall not prohibit: (a) the redemptionformer spouses, repurchasesuccessors, retirementexecutors, defeasance administrators, heirs, legatees or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness distributes of any of the Issuers or their Subsidiaries foregoing) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the net cash proceeds from exercise of stock options or the vesting of settlement of other equity-based awards; (j) [reserved]; and (k) Restricted Payments constituting Specified Equity Payments in an incurrence aggregate amount not to exceed $325,000,000, it being agreed and understood that no more than $50,000,000 of Permitted Refinancing Indebtedness; (c) such Specified Equity Payments may be made after the payment of any dividend by NLC or a Subsidiary of date that is 30 days after the Issuers to Closing Date, and no such Specified Equity Payments may be made after the holders of date that is 180 days after the Closing Date, in each case, so long as the Borrower and its Equity Interests on a pro rata basis; and (d) the making of a Change Restricted Subsidiaries are in Control offer to repurchase the Senior Notes after a Change in Controlcompliance with Section 1.14.

Restricted Payments. The Issuers Borrower shall not, and shall not permit any of their Subsidiaries other Credit Party to, directly or indirectly, make or cause to be made any of the following payments (collectively, the "Restricted Payments") except as otherwise expressly permitted by this Section 7.6 or with the approval of the Required Lenders in their sole and absolute discretion: (a) declare or pay any dividend (other than dividends payable solely in common or preferred stock of Borrower or dividends payable to the Borrower by any Subsidiary) 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 Credit Party, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of any Credit Party, except for the minimum dividends and distributions required to maintain Borrower's status as a REIT; (b) make any optional payment or distribution prepayment on account of the Issuers' or any of their Subsidiaries Equity Interests redemption (including, without limitation, by making payments to a sinking or analogous fund) or repurchase of any payment in connection with any merger Indebtedness (other than Indebtedness pursuant to this Agreement or consolidation involving the Issuers or any Indebtedness owing to Borrower from one of their its Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries)Mandatory Redeemable Obligation; (c) make any payment payment, whether of principal or interest, on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value account of any Indebtedness that of any Credit Party which Indebtedness is subordinated subordinate to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereofLoan; or (d) make any payments to Investment Manager pursuant to the Advisory Agreement or otherwise. Notwithstanding the foregoing, Borrower may make any Restricted Investment Payments that would otherwise become payable in the ordinary course of Borrower's business, provided that: (all i) both before and after making such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as Payment no Default has occurred and is continuing or would be caused thereby, the preceding provisions Event of Default shall not prohibit: (a) the redemption, repurchase, retirement, defeasance exist under this Agreement or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basisother Credit Documents; and (dii) even after the making of such Restricted Payment, Borrower shall be holding Cash Equivalents in an amount sufficient to pay the next installment of interest to become due under this Agreement after first taking into account all other payments required to be made by or to Borrower on or before the date such payment of interest is due. Nothing in this paragraph shall prohibit a Change in Control offer Subsidiary that is not a Wholly-Owned Subsidiary from paying required minimum payments that must be made to repurchase partners or members who are not Credit Parties, pursuant to the Senior Notes after a Change in Controlterms of the organizational documents of such Subsidiary.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: (a) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect toRestricted Payment, or purchase, redeem, defease incur any obligation (contingent or otherwise acquire or retire for value any Indebtedness that is subordinated otherwise) to the Notesdo so, except a payment of interest or principal and premiumthat, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default has shall have occurred and is be continuing at the time of any action described below or would be caused thereby, the preceding provisions shall not prohibit: result therefrom: (a) each Subsidiary may make Restricted Payments to the redemptionBorrower, repurchaseany Subsidiaries of the Borrower that are Guarantors or Qualified Subsidiaries and any other Person that owns a direct Equity Interest in such Subsidiary, retirement, defeasance or other acquisition ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the making of any Subordinated Notes Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the IssuersBorrower) of, Equity Interests of the Issuers Borrower (other than Disqualified Stock) or from the substantially concurrent contribution of equity capital to the Borrower (other than Disqualified Stock); ; (c) Borrower may declare and make dividend payments or other distributions payable solely in Equity Interests of the Borrower (other than Disqualified Stock) to Holdings; (d) the purchase, redemption or other acquisition or retirement for value of shares of Equity Interests of a Qualified Subsidiary owned by a Strategic Investor if such purchase, redemption or other acquisition or retirement for value is made for consideration not in excess of the Fair Market Value of such Equity Interests (a) pursuant to any repurchase obligation to such Strategic Investor or (b) if no Default exists or would result therefrom; (e) the defeasanceBorrower and each Subsidiary may make Permitted Payments to Holdings; (f) the repurchase, redemption, repurchase redemption or other acquisition of subordinated Indebtedness or retirement for value of any Equity Interests of the Issuers Borrower or their any Subsidiary of the Borrower held by any current or former officer, director, employee or consultant of the Borrower or any of its Subsidiaries, and any dividend payment or other distribution by the Borrower or a Subsidiary to Holdings or any other direct or indirect parent holding company of the Borrower utilized for the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdings or such other direct or indirect parent holding company held by any current or former officer, director, employee or consultant of the Borrower or any of its Subsidiaries with or Holdings or such other parent holding company, in each case, pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or benefit plan or other agreement of any kind; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $5,000,000 in any fiscal year (it being understood, however, that unused amounts permitted to be paid pursuant to this proviso are available to be carried over to subsequent fiscal years but in no event shall the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests exceed $10,000,000 in any year); provided further that such amount in any fiscal year may be further increased by an amount not to exceed: (i) the net cash proceeds from an incurrence the sale of Equity Interests of the Borrower (other than Disqualified Stock) and, to the extent contributed to the Borrower as equity capital (other than Disqualified Stock), Equity Interests of Holdings or any other direct or indirect parent company of the Borrower, in each case to members of management, directors or consultants of the Borrower, any of its Subsidiaries, Holdings or any other direct or indirect parent company of the Borrower that occurs after the Closing Date, plus (ii) the cash proceeds of key man life insurance policies received by the Borrower and its Subsidiaries after the Closing Date, minus (iii) the amount of any Restricted Payments previously made pursuant to clauses (i) and (ii) of this Section 7.06(f); and provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of management of the Borrower, any of the Borrower’s direct or indirect parent companies or any of the Borrower’s Subsidiaries in connection with a repurchase of Equity Interests of the Borrower or any of its direct or indirect parent companies will not be deemed to constitute a Restricted Payment for purposes of this Section 7.06 or any other provision of this Agreement; (g) all payments to be made under the Purchase Agreement and all other payments made or to be made in connection with the Transactions (including payments made to Parent to permit it to make such payments) as set forth in the Offering Memorandum for the Senior Secured Notes, including payments to stockholders, and holders of options and warrants for common stock, of the merger consideration (or, in the case of options and warrants, the merger consideration less the exercise price thereof), and all payments made to former stockholders of the Borrower who have validly exercised appraisal rights, in connection with the Transactions; (h) purchases of receivables pursuant to a Receivables Repurchase Obligation and distributions or payments of Receivables Fees and any other payments, in each case, in connection with a Qualified Receivables Transaction; (i) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Borrower or any Subsidiary of the Borrower which Disqualified Stock was issued after the Closing Date in accordance with the provisions of Section 7.02; (j) the repurchase of Equity Interests deemed to occur upon the exercise of options, rights or warrants to the extent such Equity Interests represent a portion of the exercise price of those options, rights or warrants; (k) payment of fees and reimbursement of other expenses to the Permitted Refinancing Indebtedness; Holders in connection with the Transactions as described in the Offering Memorandum for the Senior Secured Notes under the caption “Certain Relationships and Related Transactions” or dividends to any direct or indirect parent of the Borrower to fund such payments; (cl) the payment of any dividend by NLC or a other distribution or the consummation of any irrevocable redemption within 60 days after the date of declaration of the dividend or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the dividend or redemption payment would have otherwise been permitted pursuant to this Section 7.06; (m) the repurchase, redemption or other acquisition or retirement for value of Disqualified Stock of the Borrower or any Subsidiary of the Issuers Borrower made by exchange for, or out of the proceeds of the substantially concurrent sale of Replacement Preferred Stock that is permitted pursuant to Section 7.02; and (n) cash payments in lieu of fractional shares issuable as dividends on preferred stock or upon the holders conversion of any preferred stock or convertible debt securities of the Borrower or any of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlSubsidiaries.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare Declare or pay any dividend on, or make any other payment or other distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect toof, or purchase, redeem, defease retire or otherwise acquire (directly or retire indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any Indebtedness that is subordinated class of Equity Interests of Holdings or any Subsidiary thereof (or any Unrestricted Subsidiary thereof, to the Notesextent an Investment was made by Holdings or a Subsidiary in such Unrestricted Subsidiary pursuant to Section 7.3 the amount of which Investment would not otherwise be permitted by this Section 7.6 to be made as a Restricted Payment by such Person), except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any distribution of cash, property or assets to the holders of shares of any Equity Interests of Holdings or any Subsidiary thereof (or any Unrestricted Subsidiary thereof, to the extent an Investment was made by Holdings or a Subsidiary in such Unrestricted Subsidiary pursuant to Section 7.3 the amount of which Investment would not otherwise be permitted by this Section 7.6 to be made as a Restricted Investment Payment by such Person) (all of the foregoing, “Restricted Payments”); provided that any designation of a Subsidiary as an Unrestricted Subsidiary to facilitate the making of a dividend or other distribution or payment that would have been a Restricted Payment had such payments and other actions set forth in these clauses Unrestricted Subsidiary remained a Subsidiary shall be deemed to be a Restricted Payment for purposes of this Agreement; provided, further, that: (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default or Event of Default has occurred and is continuing or would be caused therebyresult therefrom, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance Holdings or other acquisition any of any Subordinated Notes its Subsidiaries may pay dividends in exchange for, or out shares of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, its own Qualified Equity Interests of the Issuers (other than Disqualified Stock); Interests; (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers Borrower may pay cash dividends to the Borrower or any Subsidiary Guarantor (and, if applicable, to other holders of its outstanding Qualified Equity Interests on a pro rata basis); (c) (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis) and (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis); (d) Borrower may make cash Restricted Payments to Holdings (and Holdings may make cash Restricted Payments in a like amount to Parent) on any date in an amount not to exceed $6,000,000 in the aggregate since the Closing Date, so long as (i) no Default or Event of Default then exists or would result therefrom, (ii) at the time that any such Restricted Payment is made (and immediately after giving effect thereto), the Borrower shall be in compliance with the financial covenants contained in Section 7.15, determined on a Pro Forma Basis for the calculation period most recently ended on or prior to the date of payment of the applicable Restricted Payment, (iii) the aggregate amount of Restricted Payments made under this Section 7.6(d) shall not exceed $1,500,000 in any calendar year, (iv) such cash Restricted Payments are used exclusively (A) to pay ordinary course general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers and employees of Parent or Holdings), (B) to pay audit and other accounting and reporting expenses of Parent or Holdings and (C) for the payment of insurance premiums to the extent attributable to Parent or Holdings, but excluding in the case of each of clauses (A) through (C), the portion of any such amount, if any, that is attributable to the ownership or operations of any subsidiary of Parent other than Holdings and its Subsidiaries; and (dv) prior to the payment of such Restricted Payment, Holdings shall have delivered to the Administrative Agent a certificate executed by a Responsible Officer of Holdings, certifying to the best of such officer’s knowledge compliance with the requirements of preceding clauses (i) through (iv), and containing the calculations (in reasonable detail) required by preceding clauses (ii) through (iv); (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Borrower may declare and make Restricted Payments to Holdings (and Holdings may make cash Restricted Payments in a like amount to Parent) so that Parent may redeem, retire or otherwise acquire shares of its Equity Interests or options or other equity or phantom equity in respect of its Equity Interests from present or former officers, employees, directors or consultants (or their family members or trusts or other entities for the benefit of any of the foregoing) or make severance payments to such Persons in connection with the death, disability or termination of employment or consultancy of any such officer, employee, director or consultant (A) to the extent that such purchase is made with the Net Cash Proceeds of any offering of Qualified Equity Interests of or capital contributions to Holdings or Parent (provided that, in the case of any offering of Qualified Equity Interests of or capital contributions to Holdings or Parent, the Net Cash Proceeds thereof shall be immediately contributed to the Borrower) or (B) otherwise in an amount not to exceed $3,500,000 in the aggregate since the Closing Date; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Borrower may declare and make Restricted Payments to Holdings (and Holdings may make cash Restricted Payments in a like amount to Parent) in an aggregate amount equal to the lesser of (x) the making amount of cash interest due and payable as of such date under the Parent PIK Toggle Facility in accordance with the terms thereof as in effect on the Closing Date and (y) the portion, if any, of the Available Amount on such date that the Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Change Responsible Officer of Holdings calculating in Control offer reasonable detail the amount of the Available Amount immediately prior to repurchase such election and the Senior Notes after amount thereof elected to be so applied, in the case of each of clauses (x) and (y), solely to the extent that Holdings concurrently makes Restricted Payments in such amount to Parent and such Restricted Payments are concurrently used by Parent to pay such cash interest then due and payable under the Parent PIK Toggle Facility in accordance with the terms thereof as in effect on the Closing Date; provided that the Consolidated Total Leverage Ratio calculated on a Change Pro Forma Basis is no greater than 4.50 to 1.00; and (g) for each taxable year that the Borrower is included in Controlthe consolidated U.S. federal income tax return of Holdings or Parent, Borrower may distribute to Holdings (and, if Borrower is included in the consolidated U.S. federal income tax return of Parent for such taxable year, Holdings shall concurrently distribute to Parent) an amount in respect of such taxable year not to exceed the lesser of (i) the amount of income taxes (including U.S. federal and any state and local income taxes) actually paid or payable by Holdings or Parent, as applicable, in respect of such taxable year and (ii) the amount of income taxes (including U.S. federal and any state and local income taxes) that the Borrower and its Subsidiaries would have paid as a stand-alone consolidated group with the Borrower as parent of such group; provided that an amount equal to the amount of any such distributions is or has been used to discharge such tax obligations.

Restricted Payments. The Issuers Obligors shall not, and shall not permit any of their its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly: (a) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Restricted Payment; provided that the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any following Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So Payments shall be permitted so long as no Event of Default has occurred and is continuing or would could reasonably be caused thereby, the preceding provisions shall not prohibit: expected to occur as a result of such Restricted Payment: (a) dividends with respect to the Borrower’s Equity Interests payable solely in shares of its Qualified Equity Interests; (b) the purchase, redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out shares of the net cash Borrower’s Qualified Equity Interests with the proceeds of the received from a substantially concurrent sale issue of its Qualified Equity Interests; (other than c) the Borrower may repurchase the Qualified Equity Interests of any present or former officer, director or employee or their respective family, trusts, estates and heirs pursuant to stock repurchase agreements in an amount not to exceed $250,000 per fiscal year; (d) dividends, payments or distributions by a Subsidiary of the Issuers) ofBorrower so long as, in the case of any dividend, payment or distribution payable on or in respect of any class or series of securities issued by a Subsidiary that is not a wholly owned Subsidiary, the Borrower or a Subsidiary receives at least its pro rata share of such dividend, payment or distribution in accordance with its Equity Interests in such class or series of securities; (e) the payment by any Obligor or any of its Subsidiaries of cash in lieu of the Issuers issuance of fractional shares in an aggregate amount not to exceed $250,000; (other than Disqualified Stock); (bf) the defeasanceconversion or exchange of any of the Borrower’s Equity Interests into or for Qualified Equity Interests; (g) the purchase of any Permitted Bond Hedge and any settlement or termination thereof in connection with any conversion, redemption, repurchase or exchange of any related Permitted Convertible Indebtedness; provided, that any such settlement or termination shall not require any additional cash payments by the Borrower; (h) the repurchase or other acquisition of subordinated Indebtedness Qualified Equity Interests of the Borrower deemed to occur (i) upon the exercise of stock options, warrants, restricted stock units or other rights to purchase Qualified Equity Interests of the Borrower if such Equity Interests represent a portion of the exercise price thereof or conversion price thereof and (ii) in connection with any tax withholding required upon the grant of or any exercise or vesting of any Qualified Equity Interests of the Issuers Borrower (or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtednessoptions in respect thereof); and (ci) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; payments permitted under Section 9.07(b) and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control9.07(d).

Restricted Payments. The Issuers Borrower shall not, and nor shall not it permit any of their its Restricted Subsidiaries to, directly or indirectly: (ai) declare or pay any dividend dividends on or make any other payment distributions in respect of any class or distribution on account series of the Issuers' or any of their Subsidiaries its Equity Interests or (including, without limitation, any payment in connection with any merger ii) directly or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) indirectly purchase, redeem redeem, or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its SubsidiariesEquity Interests or any warrants, options, or similar instruments to acquire the same (all the foregoing, “Distributions”); (c) make any payment on or with respect toprovided, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses however: (a) through any Subsidiary of the Borrower may make Distributions to its parent corporation (dand, in the case of any non-Wholly-owned Subsidiary, pro rata to its parent companies based on their relative ownership interests); (b) being collectively referred to as "Restricted Payments"). So so long as no Event of Default has occurred and occurred, is continuing or would be caused therebyresult therefrom, the preceding provisions Borrower may redeem, acquire, retire or repurchase (and the Borrower may declare and pay Distributions, the proceeds of which are used to so redeem, acquire, retire or repurchase and to pay withholding or similar tax payments that are expected to be payable in connection therewith) its Equity Interests (or any options or warrants or stock appreciation rights issued with respect to any of such Equity Interests) (or make Distributions to allow any of the Borrower’s direct or indirect parent companies to so redeem, retire, acquire or repurchase their equity) held by current or former officers, managers, consultants, directors and employees (or their respective spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees) of Borrower (or any direct or indirect parent thereof) and its Restricted Subsidiaries, with the proceeds of Distributions from, seriatim, the Borrower, upon the death, disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option or stock appreciation rights plan, any management, director and/or employee stock ownership or incentive plan, stock subscription plan, employment termination agreement or any other employment agreements or equity holders’ agreement; provided that, the aggregate amount of Distributions made pursuant to this Section shall not prohibit: exceed $5,000,000; (ac) the redemptionBorrower may repurchase Equity Interests (or pay Distributions to permit any direct or indirect parent to repurchase Equity Interests) upon exercise of options or warrants if such Equity Interest represents all or a portion of the exercise price of such options or warrants; (d) the Borrower may pay Distributions, the proceeds of which shall be used to allow any direct or indirect parent of Borrower to pay its operating 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, in an aggregate amount not to exceed $1,000,000 in any fiscal year of the Borrower plus any reasonable and customary indemnification claims made by directors or officers of the Borrower (or any parent thereof) attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (e) the Borrower may make Distributions in an aggregate amount equal to all Quarterly Distributions as of the time such Distribution is made; (f) so long as (i) no Event of Default has occurred, is continuing or would result therefrom and (ii) the Borrower shall be in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.22, the Borrower may make Distributions in an aggregate amount not to exceed (x) $50,000,000 minus any amounts paid pursuant to Section 6.20(a)(x) plus (y) the Growth Amount at the time such Distribution is made; (g) the Borrower may make Distributions to (i) redeem, repurchase, retirement, defeasance retire or other acquisition otherwise acquire any (A) Equity Interests (“Treasury Capital Stock”) of the Borrower or any Subsidiary or (B) Equity Interests of any Subordinated Notes direct or indirect parent company of the Borrower, in the case of each of subclause (A) and (B), in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to the Borrower or a Subsidiary of the IssuersSubsidiary) of, Equity Interests of the Issuers Borrower, or any direct or indirect parent company of the Borrower to the extent contributed to the capital of the Borrower or any Subsidiary (“Refunding Capital Stock”) and (ii) declare and pay dividends on the Treasury Capital Stock out of the proceeds of the substantially concurrent sale (other than Disqualified to the Borrower or a Subsidiary) of the Refunding Capital Stock); ; (bh) Distributions the defeasanceproceeds of which will be used to make cash payments in lieu of issuing fractional Equity Interests in connection with the exercise of warrants, redemption, repurchase options or other acquisition of subordinated Indebtedness of any securities convertible or exchangeable for Equity Interests of the Issuers Borrower (or their Subsidiaries with its direct or indirect parent) in an amount not to exceed $100,000 in any fiscal year; (i) to the extent constituting a Distribution, transactions permitted by Section 6.11 and 6.16; and (j) following any Qualified Public Offering, Distributions by the Borrower (or to any direct or indirect parent to fund a Distribution) of up to 6% of the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; received by (cor contributed to the capital of) the payment of Borrower in or from any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlsuch Qualified Public Offering.

Restricted Payments. The Issuers Company shall not, and shall not permit any of their Subsidiaries toRestricted Subsidiary, directly or indirectly: to (ai) declare or pay make any dividend or make any other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of the Issuers' any shares of any class of Capital Stock of such Borrower or such Restricted Subsidiary, (ii) make any of their Subsidiaries Equity Interests (includingpre-payments with respect to principal of, without limitationor redemption or repurchase of, any payment in connection with any merger Subordinated Debt, or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (biii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) shares of any Equity Interests class of Capital Stock of the Issuers Company or any Subsidiary of their Subsidiaries held by any Person (other than the Issuers Company or any of warrants, rights or options to acquire any such shares, now or hereafter outstanding, or reduce its Subsidiariescapital (collectively, “Restricted Payments”); provided, however, that the foregoing shall not prohibit: (a) the declaration and making of any dividend payment or other distribution payable in Common Stock of the Company; (b) with respect to any Restricted Subsidiary, the declaration and making of any dividend payment or other distribution (A) payable to the Company or any Restricted Subsidiary, or (B) where the Company or the Restricted Subsidiary which owns the Capital Stock in the payor receives at least its proportionate share thereof (after giving effect to the relative rights and preferences of the various classes of Capital Stock of such payor); (c) make any payment on Restricted Payment so long as (i) there is no Default or with respect toEvent of Default and none would result therefrom, (ii) the Consolidated Secured Debt is not greater than zero, (iii) no Revolving Loans are outstanding and, (iv) only if such Restricted Payment is, in whole or purchasein part, redeemfrom the Net Cash Proceeds of Asset Sales, defease or otherwise acquire or retire the pro forma Consolidated Secured Leverage Ratio of the Company and its Subsidiaries determined after giving pro forma effect to any such Asset Sale and assuming, for value any Indebtedness the purpose of calculating such ratio, that is subordinated Revolving Loans are outstanding in an amount equal to 100% of the NotesRevolving Commitments, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or does not exceed 3.50 to 1.00; (d) make the payment of any Restricted Investment dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend would have complied with the provisions of this Agreement (all and, in the case of any dividends to be paid by the Company, no Default or Event of Default had occurred and was continuing on the date of such payments and other actions set forth in these clauses declaration); (ae) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition making of any Subordinated Notes Restricted Payment in exchange for, or out of the net cash proceeds of Net Cash Proceeds of, the substantially concurrent sale (other than to a Subsidiary of the IssuersCompany) of, Equity Interests Capital Stock of the Issuers Company (other than Disqualified Stock); ) or of the substantially concurrent contribution of common equity capital or surplus to the Company; (bf) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness Subordinated Debt of the Company or any Subsidiary Guarantor with the Net Cash Proceeds from a substantially concurrent incurrence of Subordinated Debt; (g) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, (A) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Issuers Company or their Subsidiaries any Restricted Subsidiary in connection with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; any management equity subscription agreement, stock option agreement, shareholders’ agreement, severance agreement, employee benefit plan or agreement or similar agreement, or (cB) the repurchase for value of any Capital Stock of the Company in the open market to satisfy stock options issued by the Company that are outstanding; (h) the repurchase of Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represents a portion of the exercise price of those stock options; (i) the purchase by the Company of fractional shares upon conversion of any securities of the Company into Capital Stock of the Company; (j) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the declaration and payment of dividends to holders of any dividend by NLC class or a series of Disqualified Stock of the Company or any Restricted Subsidiary of the Issuers Company issued on or after the Closing Date; (k) the issuance of Capital Stock of the Company (other than Disqualified Stock) for other Capital Stock of the Company in connection with any rights offering and payments for the redemption of fractional shares in connection with any rights offering; (l) dividends, distributions, redemptions, repurchases and prepayments of Capital Stock and Debt as contemplated by the Merger Agreement and reflected on the funds flow memorandum delivered to the holders Administrative Agent on the Closing Date, including, without limitation, the repurchase or redemption of its Equity Interests on a pro rata basispreferred stock of Mirant Americas, Inc.; and (m) so long as no Default or Event of Default has occurred and (d) is continuing or would be caused thereby, Restricted Payments in an aggregate amount not to exceed the making Available Amount at the time of a Change in Control offer to repurchase the Senior Notes after a Change in Controlsuch payment.

Restricted Payments. The Issuers shall not, and Company shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare declare, or pay permit any Restricted Subsidiary to declare, dividend or make distribution in respect of its Equity Interests or instruments convertible into or exchangeable for Equity Interests (whether in cash, securities or other property) or incur any obligation (contingent or otherwise) to do so or (b) make, or permit a Restricted Subsidiary to make, any payment (whether in cash, securities or other payment property), including any sinking fund or distribution similar deposit, on account of the Issuers' purchase, redemption, retirement, acquisition, cancellation or termination of any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers instruments convertible into or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in exchangeable for Equity Interests (other than Disqualified Stockconvertible Debt instruments or securities) or on account of any return of capital to the Company or a Restricted Subsidiary’s stockholders, partners or members (or the equivalent Person thereof), or any setting apart of funds or property for any of the Issuers foregoing (in each case, a “Restricted Payment”), other than, in each case: (i) a Restricted Subsidiary may make a dividend or any Subsidiary of the Issuers or payable distribution (A) to the Issuers Company or a another Restricted Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitationand, in connection with any merger or consolidation involving the Issuers) any 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 Issuers Borrower or Restricted Subsidiary receives at least its pro rata share of such dividend or distribution) or (B) to the extent required by applicable law, regulation or order, any other Person; (ii) the Company or a Restricted Subsidiary may declare and pay dividends and other payments solely in common shares of their Subsidiaries held by any Person (other than the Issuers Company or redeem any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes Equity Interests in exchange for, or out of the net cash proceeds of the substantially concurrent issuance and sale of, common stock of the Company or through accretion or accumulation of such dividends on such Equity Interests; (iii) the Company may declare and pay dividends of $60,000,000 annually in the aggregate, subject to no Event of Default immediately before and immediately after giving pro forma effect thereto; (iv) the Company or any Restricted Subsidiary may, in the ordinary course of business, (x) repurchase its equity interests owned by retiring directors, officers or employees of the Company and (y) make payments to directors, officers or employees of the Company or any of its Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity or equity-based incentives pursuant to management or other than incentive plans or in connection with the death or disability of such employees; (v) the Company or any Restricted Subsidiary may, in the ordinary course of business, repurchase restricted equity interests of the Company issued as compensation to officers, directors and employees upon the vesting of such restricted equity interests if the fair market value of such repurchased equity interests represent an amount equal to the tax withholding obligations of such officers, directors and employees that result from the vesting of such restricted equity interests; (vi) the Company or any Restricted Subsidiary may make other Restricted Payments so long as on a Pro Forma Basis after giving effect to such Restricted Payment, the Distribution Conditions are satisfied, subject to no Event of Default immediately before and immediately after giving pro forma effect thereto; (vii) the payment by the Borrower or any Restricted Subsidiary of any dividend or the consummation of any 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 this Section 8.03 (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); provided that any Restricted Payment pursuant to this clause (vii) shall be deemed to have utilized capacity under the exception that such Restricted Payment would have been permitted to have been made in reliance of at the time of declaration or notice of redemption, as applicable; and (viii) payments or distributions to dissenting stockholders of a Person acquired by the Borrower or a Restricted Subsidiary pursuant to a Subsidiary Permitted Acquisition.; (ix) the Borrower may make Restricted Payments in connection with or related to the Delta Merger Transactions; (x) payments made to any Parent Entity (A) to allow such Parent Entity to pay (i) administrative expenses and corporate overhead, franchise fees and customary director fees, (ii) premiums and deductibles in respect of directors and officers insurance policies and umbrella excess insurance policies obtained from third-party insurers and indemnities for the benefit of its directors, officers and employees and (iii) reasonable fees and expenses incurred in connection with any debt or equity offering or any acquisition or strategic transaction by such Parent Entity and (B) if the Borrower or any of its Restricted Subsidiaries is a member of a group filing a consolidated, combined, or unitary federal (and, as applicable, state or local) income tax return with any Parent Entity, to allow any Parent Entity to pay federal, state and local income taxes in respect of the Issuersincome of Borrower or its Restricted Subsidiaries; provided that the maximum distributions by Borrower to any Parent Entity under this Section 8.03(x)(B) shall not exceed the federal, state and local income taxes for which the Borrower would be liable if it did not file as a consolidated, combined, or unitary income tax return with any Parent Entity and (ii) to allow any Parent Entity to pay franchise and excise taxes, fees and other similar taxes and expenses, in each case, required to maintain its existence. (xi) Restricted Payments in the form of payment by the Borrower of, Equity Interests or loans, advances, dividends or distributions by the Borrower to a Parent Entity to pay, dividends on the common stock or equity of the Issuers (other than Disqualified Stock); (b) Borrower or any Parent Entity following a public offering of such common stock or equity after the defeasance, redemption, repurchase or other acquisition Delta Merger Closing Date in an amount not to exceed in any fiscal year 6% of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds received by the Borrower (whether directly, or indirectly through a contribution to common equity capital by any Parent Entity) in or from an incurrence such public offering; and (xii) so long as no Event of Permitted Refinancing Indebtedness; (c) Default has occurred and is continuing, the payment of management fees not to exceed $3,000,000 in the aggregate in any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlfiscal year.

Restricted Payments. The Issuers shall Company will not, and shall will not permit any of their Subsidiaries Subsidiary to, directly or indirectly: (a) declare or pay any dividend dividends or make any other payment distributions, direct or distribution indirect, on account of any shares of any class of stock of the Issuers' Company or such Subsidiary now or hereafter outstanding, except as follows, provided that (except as to payments of ordinary director fees to directors under subclause (ii), payments to the Company under subclause (iv) but only to the extent that such payments are made by a wholly-owned Subsidiary of the Company, and payments under subclause (iii)) there is not then in existence any Default or Event of Default (i) dividends payable solely in shares of stock or warrants, rights or options to acquire shares of stock of the Company or any Subsidiary, (ii) payments to or on behalf of their Subsidiaries Equity Interests the Parent in reimbursement of actual out of pocket costs and expenses paid to Persons which are not Affiliates of the Company, not to exceed in any fiscal year $500,000, (including, without limitation, any payment in connection with any merger or consolidation involving iii) payments by the Issuers or any of their Subsidiaries) or Company to the Parent pursuant to a tax sharing agreement reasonably satisfactory to the Agent between such parties, (iv) payments by a Substantially Owned Subsidiary of the Company to its shareholders, (v) the Parent Loan on the Effective Date from Finance Corp. to Parent for the sole purpose of funding the purchase price for the Acquisition and to pay transaction expenses relating thereto and (vi) cancellation of the Parent Loan, or transfer of the Parent Note to the Parent, at any time after the consummation of the Company Merger; or (b) redeem, retire, purchase or make any other acquisition, direct or indirect holders indirect, of any shares of any class of stock of the Issuers' Company, the Parent or Holding Co. and/or of any warrants, rights or options to acquire any such shares, now or hereafter outstanding, except as follows, provided that there is not then in existence any Default or Event of their Subsidiaries' Equity Interests in their capacity as such Default (other than dividends i) to the extent that the consideration therefor consists solely of shares of stock (including warrants, rights or distributions payable in Equity Interests (other than Disqualified Stockoptions relating thereto) of the Issuers or any Subsidiary of Company and (ii) payments by the Issuers or payable Company to the Issuers Parent or a Subsidiary of Holding Co. or payments made directly by the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchaseCompany to be used to repurchase, redeem, defease or otherwise acquire or retire for value any Indebtedness capital stock of the Parent or Holding Co. pursuant to any stockholders' agreement, management equity subscription plan or agreement, stock option plan or agreement, any Additional ESOP or the ESOP (but the requirement that is subordinated there be no Default or Event of Default as a condition to payments under this subclause (ii) shall not apply to the Notesextent necessary to maintain the ESOP's or any Additional ESOP's qualification under the Code) or other employee benefit plan or agreement; provided that the aggregate price paid, except a payment and not reimbursed, for all such repurchased, redeemed, acquired or retired capital stock shall not exceed during any one fiscal year of interest or principal and premium, if any, at the Stated Maturity thereof; Company the greater of (A) $250,000 or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (aB) the redemption, repurchase, retirement, defeasance minimum amount required under the ESOP or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlAdditional ESOP.

Restricted Payments. The Issuers shall notMake any payment with respect to any Deferred Payment Obligations, and shall not permit any of their Subsidiaries to, directly or indirectly: (a) 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 Equity Interests of any Group Member, whether now or hereafter outstanding, or make any other payment distribution in respect thereof, either directly or distribution on account indirectly, whether in cash or property or in obligations of any Group Member (collectively, “Restricted Payments”), except that: (a) any Group Member may (i) make Restricted Payments to the Issuers' Borrower or any other Loan Party and (ii) so long as no Change of their Subsidiaries Control would result therefrom, declare and make dividends which are payable solely in the common Equity Interests of such Group Member; (b) any Group Member that is not a Loan Party may make Restricted Payments to any other Group Member; (c) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, each Loan Party may (i) purchase Equity Interests or Equity Interest options from present or former directors, officers or employees of any Group Member, including, without limitation, upon the death, disability or termination of employment of such director, officer or employee; provided that the aggregate amount of payments made under this clause (i) shall not exceed $1,000,000 during any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders fiscal year of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such Borrower, and (other than dividends or distributions payable in Equity Interests ii) distribute equity securities (other than Disqualified Stock) to present or former directors, officers or employees of any Group Member on the Issuers exercise of employee stock options approved by Borrower’s board of directors (or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuersauthorized committee thereof); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or ; (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default has or Event of Default shall have occurred and is be continuing or would be caused therebyresult therefrom, the preceding provisions shall not prohibit: (a) Borrower may convert any of its convertible securities into other securities pursuant to the redemptionterms of such convertible securities or otherwise in exchange thereof, repurchasein each case, retirementother than any conversion into, defeasance or other acquisition of any Subordinated Notes in exchange for, Disqualified Stock, and the Borrower may make payments in cash for any fractional shares upon such conversion or out in connection with the exercise of warrants or similar securities; (e) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may make payments in respect of Deferred Payment Obligations consisting of purchase price adjustments or holdbacks of proceeds in connection with a Permitted Acquisition; and (f) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may make payments in respect of other Deferred Payment Obligations so long as (i) immediately after giving effect to such payment, the Borrower and its consolidated Subsidiaries shall be in compliance with each of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) ofcovenants set forth in Section 7.1, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers based upon financial statements delivered to the holders of its Equity Interests on a pro rata basis; and Administrative Agent five (d5) Business Days prior to the making of such payment, calculated on a Change Pro Forma Basis, after giving effect to the making of such payment, and (ii) prior to and after giving effect to such payment, the Loan Parties shall have cash and Cash Equivalents in Control offer an amount equal to repurchase the Senior Notes after a Change in Controlor greater than $80,000,000.

Restricted Payments. The Issuers Borrower shall not, not and shall not permit any of their Subsidiaries Subsidiary to, directly or indirectlyindirectly make any Restricted Payments of the following types: (a1) declare or pay any dividend dividend, or make any other payment or distribution on account distribution, in respect of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) its Capital Stock or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests thereof in their capacity as such (other than such, excluding any dividends or distributions payable solely in Equity Interests shares of its Capital Stock or in options, warrants or other rights to acquire its Capital Stock, or (2) repurchase, redeem, or otherwise retire or acquire for value (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or from a Subsidiary of the IssuersBorrower); (a) any Capital Stock of the Borrower or (b) purchaseany options, redeem warrants or otherwise rights to repurchase or acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests shares of Capital Stock of the Issuers Borrower or any securities convertible or exchangeable into shares of their Capital Stock of the Borrower; provided, however, (i) each of the Indebted Subsidiaries held by may make payments on its Intercompany Note in accordance with its terms, (ii) each of the Subsidiaries may make payments to the Borrower in respect of such Subsidiary's allocated share of reasonable Headquarters Expenses, the Borrower may make any Person payment described in clause (1) or (2) above out of any funds other than Segregated Assets, (iii) the Issuers Borrower may repurchase any shares of its Capital Stock from Persons who were formerly directors, officers or employees of the Borrower or any of its Subsidiaries); Subsidiaries or pursuant to any management stock plans, and (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (aiv) the redemption, repurchase, retirement, defeasance Borrower may retire or other acquisition repurchase any Capital Stock of any Subordinated Notes the Borrower in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the IssuersBorrower) of, Equity Interests of the Issuers Capital Stock (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlBorrower.

Restricted Payments. The Issuers No Group Member shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: indirectly declare, order, pay, make or set apart any sum for any Restricted Payment except for the following: (ai) declare or pay Restricted Payments (A) by any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such Group Member (other than Borrower) that is a Loan Party to any Loan Party and (B) by any Group Member that is not a Loan Party to any Group Member and (ii) dividends or and distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or by any Subsidiary of the Issuers or payable Borrower that is not a Loan Party to any holder of its Stock, to the Issuers or a Subsidiary of the Issuers); extent made to all such holders ratably according to their ownership interests in such Stock; (b) purchasedividends and distributions declared and paid on the common Stock of any Group Member (other than Borrower) ratably to the holders of such common Stock and payable only in common Stock of such Group Member; (c) payments by Borrower to Sponsor in reimbursement of out-of-pocket costs and expenses incurred by Sponsor in accordance with the Management Agreement; (d) the redemption, redeem purchase or otherwise acquire other acquisition or retire retirement for value by Borrower of its common Stock (includingor Stock Equivalents with respect to its common Stock) from any present or former employee, without limitationdirector or officer (or the assigns, estate, heirs or current or former spouses thereof) of any Group Member upon the death, disability or termination of employment of such employee, director or officer; provided, however, that (w) the amount of such cash dividends paid after the Closing Date shall not exceed $900,000 in connection with the aggregate; (x) no Default or Event of Default is then continuing or would result therefrom; (y) such action is not otherwise prohibited under the terms of any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person Indebtedness (other than the Issuers or Obligations) of any of its Subsidiaries)Group Member; and (cz) make any payment on or Borrower would have been in compliance with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions financial covenants set forth in these clauses (a) through (d) being collectively referred to Article V on a Pro Forma Basis as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds last day of the substantially concurrent sale last Fiscal Quarter for which Financial Statements have been delivered hereunder (other than after giving effect to a Subsidiary such Restricted Payment and all Loans funded in connection therewith as if made on the first day of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stocksuch period); and (be) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary customary compensation to members of the Issuers to the holders Borrower's board of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controldirectors.

Restricted Payments. The Issuers shall notNot, and shall not suffer or permit any of their Subsidiaries Loan Party or any other Subsidiary to, directly or indirectly: (ai) declare or pay make any dividend or make any other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of the Issuers' any Stock or any of their Subsidiaries Equity Interests Stock Equivalent issued by such Loan Party or Subsidiary, (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (bii) purchase, redeem or otherwise acquire or retire for value any Stock or Stock Equivalent issued by such Loan Party or Subsidiary now or hereafter outstanding or (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (ciii) make any payment on or with respect toprepayment of principal of, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Debt that is subordinated by its terms to the Stated Maturity thereof; or payment of the Obligations (dexcept as permitted under the applicable subordination agreement satisfactory to the Agent) make any Restricted Investment (all such payments and other actions set forth the items described in these clauses (ai), (ii) through and (diii) being collectively above are referred to as "“Restricted Payments"). So long as no Default has occurred ”) except that (w) any Subsidiary of Parent may declare and is continuing or would be caused therebypay dividends to, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange forrepay intercompany debt owed to, or out make internal profit-sharing payments to, Parent or any other Loan Party that is a Wholly-Owned Subsidiary of the net cash proceeds of the substantially concurrent sale Parent, (other than to x) (I) any Loan Party may purchase, redeem or acquire for value Stock or Stock Equivalent issued by any Loan Party that is a Wholly Owned Subsidiary of the IssuersParent, and (II) ofParent may make repurchases from any present or former employee, Equity Interests director, officer or consultant (or the assigns, estate, heirs or current or former spouses thereof) upon the death, disability or termination of employment of such employee, director, officer or consultant provided such repurchases do not exceed $1,000,000 in the aggregate per Fiscal Year and (y) Parent may make cash payments in lieu of the Issuers (other than Disqualified Stock); (b) issuance of fractional shares upon such conversion or in connection with the defeasanceexercise of warrants or similar securities. For the avoidance of doubt, redemption, repurchase a capital contribution or other acquisition of subordinated Indebtedness of any Investment in respect of the Issuers Stock of the Borrowers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on Parent shall not constitute a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlRestricted Payment.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, except that: (a) declare or pay any dividend or each Subsidiary may make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or Restricted Payments to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers Borrower or any Subsidiary or, in the case of any Subsidiary that is not a Wholly Owned Subsidiary, to any other Person that owns a direct Equity Interest in such Subsidiary, ratably in accordance with such Person’s ownership of the Issuers or payable type of Equity Interest in respect of which such Restricted Payment is being made; provided that no Loan Party shall make a Restricted Payment to the Issuers or any Subsidiary that is not a Subsidiary of the Issuers); Loan Party; (b) the Borrower and each of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each of its Subsidiaries may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issuance of new common Equity Interests of such Person (other than any such issuance to the Borrower or a Subsidiary); (d) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may repurchase, retire or otherwise acquire for value common stock or options with respect to common stock held by directors, officers, consultants or employees of the Borrower or any of its Subsidiaries (includingor any persons that formerly held any such position), without limitationor by the estate, family member, spouse or former spouse of any of the foregoing Persons, in each case, (i) pursuant to the exercise by any holder thereof of a right under the equity incentive plans of the Borrower and its Subsidiaries to require such repurchase in connection with any merger Taxes payable by such holder as a result of vesting, or consolidation involving lapse of restrictions on transfer, of such common stock or options or (ii) in connection with the Issuerstermination of employment, death or disability of any such director, officer, consultant or employee (or any person that formerly held any such position); provided that such Restricted Payments shall not exceed $2,500,000 in the aggregate in any calendar year and the price paid for any such common stock or option shall not exceed the market value of such common stock or option at the time paid; and (e) any so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may 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 the Issuers Borrower or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make , provided that any such cash payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire shall not be for value any Indebtedness that is subordinated to the Notes, except a payment purpose of interest or principal and premium, if any, at evading the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions limitations set forth in these clauses this Section 7.06 (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, determined in good faith by the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition board of any Subordinated Notes in exchange for, or out directors of the net cash proceeds of the substantially concurrent sale Borrower (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stockor any authorized committee thereof); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control).

Restricted Payments. The Issuers shall notUnless the Borrower is in compliance on a Pro Forma Basis with Sections 5.04(a) and (b), and shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (includingdividends, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, retire, defease or otherwise acquire or retire for value any Indebtedness that is subordinated of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the Notesequivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Restricted Subsidiaries to do any of the foregoing, or permit any of its Restricted Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Borrower (each, a “Restricted Payment”), except a payment that: (i) The Borrower may (A) declare and pay dividends and distributions payable only in common stock of interest or principal and premiumthe Borrower, if any, at the Stated Maturity thereof; or (dB) make any Restricted Investment (all such payments restricted by this Section pursuant to and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance accordance with stock option plans or other acquisition benefit plans for management or employees of the Borrower and its Subsidiaries, and (C) purchase, redeem, retire, defease or otherwise acquire for value any Subordinated Notes in of its Equity Interests made by exchange for, or out of the net cash proceeds of the substantially concurrent contemporaneous sale of, Equity Interests, and (other than D) so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom, pay cash dividends with respect to a shares of its Preferred Interests in respect of which cash dividends are payable or which require redemptions or repurchases in cash, (ii) any Restricted Subsidiary of the IssuersBorrower may (A) of, declare and pay dividends ratably with respect to its capital stock or other Equity Interests and (B) declare and pay dividends in cash or property to any other Loan Party of which it is a Subsidiary, (iii) payments or distributions to dissenting stockholders pursuant to applicable law or in connection with the settlement or other satisfaction of legal claims made pursuant to or in connection with a consolidation, merger or transfer of assets permitted by the terms of this Agreement, (iv) cash payments in lieu of the Issuers issuance of fractional shares, and (other than Disqualified Stock); (bv) the defeasanceBorrower may pay any dividend within 60 days after the declaration thereof, redemption, repurchase or other acquisition if at the date of subordinated Indebtedness of any of the Issuers or their Subsidiaries declaration such payment would have complied with the net cash proceeds from an incurrence provisions of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controlthis Agreement.

Restricted Payments. The Issuers shall Except as permitted pursuant to the following sentence, not, and shall not permit any of their Subsidiaries to, directly other Loan Party or indirectly: Subsidiary thereof to (a) declare make any distribution to any holders of its Capital Securities, (b) purchase or redeem any of its Capital Securities, (c) pay any dividend management fees or similar fees to any of its direct or indirect equityholders or any Affiliate thereof, (d) pay, redeem, prepay, defease, purchase, repurchase or make any other payment on or distribution on account in respect of Restricted Debt, or (e) set aside funds for any of the Issuers' foregoing. Notwithstanding the foregoing: (i) any Subsidiary of a Loan Party may pay dividends or any make other distributions in respect of their Subsidiaries Equity Interests its Capital Securities to the Borrowers or its parent company (including, without limitation, any payment to enable the recipient to pay taxes); (1) so long as no Event of Default or Unmatured Event of Default exists or would result therefrom, the Loan Parties may make regularly scheduled payments of interest in connection with any merger or consolidation involving the Issuers or any respect of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such Subordinated Debt (other than Subordinated Debt owing to any Affiliate) to the extent permitted under the subordination provisions thereof, and (2) the Loan Parties shall be permitted to accrue all non-cash interest (i.e., PIK interest) on its Subordinated Debt and non-cash dividends on its Capital Securities consisting of preferred stock; (iii) the Borrowers may pay dividends or make other distributions payable in Equity Interests to the Company for the sole purpose of permitting the Company to (and upon receipt by the Company of such funds the Company shall promptly use such funds for such purpose) pay income tax liabilities allocable to the Borrowers’ and their Subsidiaries’ operations, to the extent any such taxes are due and owing by the Company and its Subsidiaries on a consolidated basis with the Loan Parties; (iv) any Loan Party (other than Disqualified Stocka domestic Subsidiary which is not a Wholly-Owned Subsidiary) or a Wholly-Owned Subsidiary may pay dividends or make other distributions in respect of its common stock payable solely in its common stock; (v) so long as both before and immediately after giving effect to the payments described in this clause (v), (x) no Event of Default or Unmatured Event of Default exists or would result therefrom and (y) no violation of the Issuers financial covenants set forth in Section 11.13 would then exist or would, on a pro forma basis, result therefrom (compliance with such conditions to be demonstrated by a certificate of the Chief Financial Officer to be delivered to the Administrative Agent by the 10th Business Day of the month following the month in which any such dividend or distribution is made, in each case, certifying that no Event of Default or Unmatured Event of Default then exists or would result from the proposed distribution and setting forth the calculations of pro forma Excess Revolving Loan Availability and the pro forma calculations of such financial covenants (after giving effect to such payments) in detail reasonably acceptable to the Administrative Agent), the Borrowers may pay dividends or make other distributions to the Company, out of legally available funds, for the sole purpose of permitting the Company to (and upon receipt by the Company of such funds the Company shall promptly use such funds for such purpose) pay corporate overhead expenses incurred in the ordinary course of business in an amount not to exceed (x) $4,500,000 in each of Fiscal Years 2006 and 2007 and (y) $5,000,000 in any Fiscal Year thereafter (it being agreed that this provision shall not be deemed to limit the ability of any Loan Party to reimburse the Company or any Subsidiary thereof for the payment by the Company or such Subsidiary of business expenses incurred by the Company or such Subsidiary for and on behalf of the Issuers or payable Loan Parties, which business expenses (1) are of a type typically incurred by the Loan Party on its own behalf in the ordinary course of its business operations and (2) when reimbursed by the Loan Parties are included as expenses on the books and records of the Loan Parties); (vi) [Intentionally Omitted]; and (vii) so long as the Earnout Consideration has been paid in full, and both before and immediately after giving effect to the Issuers payments described in this clause (vii), (w) no Event of Default or a Subsidiary Unmatured Event of Default exists or would result therefrom, (x) Excess Revolving Loan Availability will equal or exceed $8,000,000, (y) the Fixed Charge Coverage Ratio equals or exceeds 1.25:1.00 and (z) no violation of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions financial covenants set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing Sections 11.13 would then exist or would be caused therebywould, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; forma basis result therefrom, upon no less than 10 days prior written notice to the Administrative Agent, accompanied by a certificate of the Chief Financial Officer delivered to the Administrative Agent setting forth the calculations of pro forma Excess Revolving Loan Availability and the pro forma calculations of such financial covenants (d) after giving effect to such payments), in detail reasonably acceptable to the making Administrative Agent, the Borrowers may pay dividends or make other distributions to the Company, out of legally available funds, for the sole purpose of permitting the Company to (and upon receipt by the Company of such funds the Company shall promptly use such funds for such purpose), pay a Change in Control offer to repurchase regular quarterly dividend payment payable out of legally available funds on the Senior Notes after a Change in Controloutstanding common stock of the Company.

Restricted Payments. The Issuers (a) In this clause, Consolidated Net Income means, with respect to the Restricted Group for any period, the aggregate of the net income (or loss) of the Restricted Group for such period, on a consolidated basis, determined in conformity with GAAP; provided that the following items shall notbe excluded (without duplication): (i) the net income (or loss) of any Unrestricted Subsidiary that is accounted for by the equity method of accounting except that: (A) subject to the exclusion contained in paragraph (v) below, the Company’s equity in the net income of such Unrestricted Subsidiary for such period shall be included in such Consolidated Net Income up to the aggregate amount of cash actually distributed by such Unrestricted Subsidiary during such period to the Company or a Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend or other distribution paid to a Restricted Subsidiary, to the limitations contained in paragraph (iii) below); and (B) the Company’s equity in a net loss of any such Unrestricted Subsidiary for such period shall be included in determining such Consolidated Net Income to the extent funded with cash or other assets of the Company or Restricted Subsidiaries; (ii) the net income (or loss) of any member of the Group accrued prior to the date it becomes a Restricted Subsidiary or is merged into or consolidated with the Company or any Restricted Subsidiary or all or substantially all of the property and shall not permit assets of such member of the Group are acquired by the Company or any Restricted Subsidiary; (iii) the net income (or loss) of their Subsidiaries toany Restricted Subsidiary (other than any Guarantor) if such Restricted Subsidiary is subject to restrictions, directly or indirectly: , on the payment of dividends or the making of distributions by such Restricted Subsidiary, directly or indirectly, to the Company by the operation of the terms of such Restricted Subsidiary’s charter, articles of association or other constitutive document or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to such Restricted Subsidiary (other than restrictions that have been waived or otherwise released), except that the Company’s equity in the net income of any such Restricted Subsidiary for such period will be included in such Consolidated Net Income up to the aggregate amount of cash or temporary cash investments actually distributed or that could have been distributed by such Restricted Subsidiary during such period to the Company or another Restricted Subsidiary as a dividend or other distribution (subject, in the case of a dividend to another Restricted Subsidiary, to the limitation contained in this clause); (iv) the cumulative effect of a change in accounting principles; (v) any net after tax gains realized on the sale or other disposition of (a) declare any property or asset of the Company or any Restricted Subsidiary that is not sold in the ordinary course of its business or (b) any capital stock of any person (including any gains by the Company or a Restricted Subsidiary realized on sales of capital stock of the Company or of any Restricted Subsidiary); (vi) any non-cash expense, loss, income or gain relating to any change in fair value of convertible securities issued by the Company; (vii) any non-cash expense, loss, income or gain relating to any change in fair value of share options and other equity-based compensation; (viii) any translation gains and losses due solely to fluctuations in currency values and related tax effects; and (ix) any net after-tax extraordinary or non-recurring gains or losses (excluding the effect of all fees and expenses relating thereto). (b) Except as permitted under paragraph (c) below, each Obligor shall ensure that: (i) the Company shall not declare, make or pay any dividend, charge, fee or other distribution (or interest on any unpaid dividend, charge, fee or other distribution) (whether in cash or in kind) on or in respect of its share capital (or any class of its share capital) (other than any dividend or make any other payment distribution payable or distribution on account paid solely in shares in a member of the Issuers' Restricted Group); (ii) the Company shall not repay or distribute any dividend or share premium reserve; (iii) no member of their Subsidiaries Equity Interests (includingthe Restricted Group shall pay any management, without limitation, any payment in connection with any merger advisory or consolidation involving the Issuers or any of their Subsidiaries) other fee to or to the order of any of the shareholders of the Company; (iv) no member of the Restricted Group shall make any voluntary or optional principal payment, or voluntary or optional redemption, repurchase or defeasance or other acquisition or retirement for value of any financial indebtedness of any Obligor that is contractually subordinated or junior in right of payment to any amounts payable under this Agreement, as applicable, pursuant to a written agreement to such effect (other than in each case pursuant to Clause 20.28 (Funded Shareholder Loans)) or any intercompany indebtedness between or among the Company and any Restricted Subsidiary; (v) no member of the Restricted Group shall redeem, repurchase, defease, retire, repay or otherwise acquire for value any of the share capital of any member of the Restricted Group or of a direct or indirect holders parent of the Issuers' or any of their Subsidiaries' Equity Interests Company or, in their capacity as such each case, resolve to do so (other than dividends in respect of any share capital held by any member of the Restricted Group); and (vi) no member of the Restricted Group shall make any capital contribution to another person (by means of any transfer of cash or distributions payable in Equity Interests (other property to others or any payment for property or services for the account or use of others), other than Disqualified Stockany capital contribution to (a) another member of the Issuers Restricted Group or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving a person which will upon the Issuers) any Equity Interests making of such capital contribution become a member of the Issuers or any of their Subsidiaries held by any Person Restricted Group. (other than the Issuers or any of its Subsidiariestogether, Restricted Payments); . (c) make any payment on or with respect Paragraph (b) above does not apply to a Restricted Payment if at the time of, and after giving effect to, or purchasethe proposed Restricted Payment, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has had not occurred and is continuing or would be caused therebynot occur as a result of such Restricted Payment and; (i) such Restricted Payment, together with the preceding provisions shall not prohibit: (a) aggregate amount of all Restricted Payments made by the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out members of the Restricted Group after the date of this Agreement, shall be equal to or be less than 50 per cent. of the aggregate amount of the Consolidated Net Income (or, if the Consolidated Net Income is a loss, minus 100 per cent. of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the financial quarter during which the date of this Agreement occurs and ending on the last day of the Company’s most recent financial quarter for which consolidated financial statements of the Company are available; (ii) (for Restricted Payments under paragraph (b)(iv), (b)(v) and (b)(vi) above), such Restricted Payment (together with the aggregate amount of all other such Restricted Payments under paragraph (b)(iv), (b)(v) and (b)(vi) above) made by the members of the Restricted Group after the date of this Agreement shall (to the extent that such aggregated Restricted Payments under paragraph (b)(iv), (b)(v) and (b)(vi) above would otherwise be in excess of the maximum amount set out in paragraph (c)(i) above) be equal to or less than 100 per cent. of the aggregate net cash proceeds received by the Company after the date of this Agreement as a capital contribution to its common equity by, or from the substantially concurrent issuance and sale of its capital stock (other than Disqualified Stock as defined under the Existing Notes Indenture) to a person who is not a Subsidiary of the IssuersCompany; (iii) ofsuch Restricted Payment is a payment of any dividend or redemption of any capital stock within 60 days after the related date of declaration or call for redemption if, Equity Interests at said date of the Issuers (other than Disqualified Stock); (b) the defeasance, declaration or call for redemption, repurchase such payment or redemption would comply with any other subparagraphs of this paragraph (c); (iv) such Restricted Payment is a repurchase, redemption or other acquisition or retirement for value of subordinated Indebtedness any capital stock of the Company or any Restricted Subsidiary held by an employee benefit plan of the Company or any Restricted Subsidiary, any current or former officer, director, consultant, or employee of the Company or any Restricted Subsidiary (or permitted transferees, estates or heirs of any of the Issuers foregoing); provided that the aggregate price paid for all such repurchased, redeemed, acquired or their Subsidiaries retired capital stock may not exceed US$2,500,000 (or its equivalent in another currency or currencies at any time) in any calendar year; or (v) such Restricted Payment, together with the net cash proceeds from an incurrence aggregate amount of Permitted Refinancing Indebtedness; all other Restricted Payments, (cin each case other than Restricted Payments permitted under paragraph (i) the payment of to (iv) above) does not exceed US$30,000,000 or its equivalent in another currency or currencies at any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controltime.

Restricted Payments. The Issuers Borrower shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly: , declare, order, pay or make any sum for any Restricted Payment except for: (a) declare Restricted Payments by the Borrower to any Guarantor; (b) Restricted Payments by (i) any Subsidiary of the Borrower to the Borrower or pay any dividend Guarantor or make (ii) any Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party; (c) Restricted Payments by any Subsidiary that is not a Wholly-Owned Subsidiary to the Borrower or any Guarantor and to any other payment or distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of equity interests in such Subsidiary to the Issuers' extent (i) such Restricted Payments are made pro rata (or any of their Subsidiaries' Equity Interests in their capacity as on a basis more favorable to the Borrower or such (other than dividends or distributions payable in Equity Interests (other than Disqualified StockGuarantor) among the holders of the Issuers equity interests in such Subsidiary or any Subsidiary (ii) pursuant to the terms of the Issuers joint venture or payable other distribution agreement for such Subsidiary in form and substance approved by the Administrative Agent (such approval not to the Issuers be unreasonably withheld or a Subsidiary delayed); (d) any redemption, retirement, sinking fund or similar payment, purchase or other acquisition for value, direct or indirect, of any Stock or Stock Equivalents of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers Borrower or any of its Subsidiaries); Subsidiaries (ci) make made solely with the proceeds received from the exercise of any payment on warrant or with respect tooption or (ii) that is deemed to occur upon the cashless exercise of stock options or warrants; (e) the repurchase, redemption or purchase, redeem, defease other acquisition or otherwise acquire or retire retirement for value of any Indebtedness that is subordinated Stock or Stock Equivalents of the Borrower or any Subsidiary held by any current or former officer, director or employee pursuant to any equity-based compensation plan, equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement in an aggregate amount not to exceed $20,000,000 in any Fiscal Year; (f) so long as no Default exists or would result therefrom, the Notes, except a payment Borrower may make Restricted Payments of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth type described in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) of the defeasance, redemption, repurchase definition thereof (including Restricted Payments of the type described in clause (e) of this Section that are in excess of the aggregate amount permitted in clause (e) of this Section); provided that the aggregate amount of all Restricted Payments made under this clause (f) at a time when the Leverage Ratio (after giving pro forma effect to such proposed Restricted Payment and any Indebtedness incurred in connection therewith) was greater than or equal to 2.25 to 1.00 shall not exceed $150,000,000 in any Fiscal Year; and (g) the dividend or other acquisition of subordinated Indebtedness of any distribution by the Borrower of the Issuers or their Subsidiaries with Stock of Spinco to the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary shareholders of the Issuers Borrower to effectuate the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in ControlSpinoff.

Restricted Payments. (a) The Issuers Company shall not declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock or purchase, redeem or otherwise acquire for value (or permit any of its Subsidiaries to do so) any shares of its capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding (collectively, Restricted Payments"); except that (i) the Company may declare and make dividend ------------------- ----------- payments or other distributions payable solely in its capital stock and may redeem rights issued pursuant to a stockholders rights plan, provided that -------- immediately after giving effect to any such proposed action, no Latent Noncompliance Event or Noncompliance Event would exist; (ii) any Subsidiary of the Company may declare and make dividend payments or other distributions of assets, properties, cash, rights, obligations or securities on account of any shares of any class of its capital stock or redeem or otherwise acquire for value any shares of its capital stock or any warrants, rights or options to acquire such shares, to or from the Company or to or from a Wholly Owned Subsidiary of the Company; (iii) the Company may repurchase shares of capital stock or warrants, rights or options to acquire such shares from employees or directors pursuant to repurchase rights set forth in employment, stock purchase, stock option or similar agreements with such employees or directors; and (iv) the Company and its Subsidiaries may make such other Restricted Payments (other than the declaration or making by the Company of any dividend payment on account of any shares of any class of its capital stock) if, on the date of making such Restricted Payment, and after giving effect to such Restricted Payment, the sum of (A) the difference between (I) the aggregate cost of all Investments outstanding on the date of such Restricted Payment made pursuant to subsection 7.04(g), minus (II) the net return of capital received by the Company and its Subsidiaries on or prior to such date from all Investments made pursuant to subsection 7.04(g) during the period commencing on the Closing Date and ending on such date, plus (B) the aggregate amount of Restricted Payments made pursuant to this clause (iv) of subsection 7.08(a) (and not otherwise permitted under this subsection 7.08(a)) during the period commencing on the Closing Date and ending on such date, does not exceed the greater of $100 million or 25% of Tangible Net Worth on such date, provided that immediately after giving effect -------- to any such proposed action, no Latent Noncompliance Event or Noncompliance Event would exist. (b) The Company shall not, and shall not permit any of their its Subsidiaries to, make any payment of principal or redemption of Subordinated Debt, other than mandatory prepayments or mandatory redemptions scheduled at the time of issuance of such Subordinated Debt, or otherwise purchase or acquire any Subordinated Debt, directly or indirectly: , or give any notice that irrevocably binds it to take any such action; provided, however, that as long as no Latent -------- ------- Noncompliance Event or Noncompliance Event shall exist immediately prior to, or immediately after, the consummation of any such action, (ai) declare the Company may refinance Subordinated Debt by issuing additional Subordinated Debt (the terms, conditions and provisions of which shall be approved by the Majority Banks and the Agent in writing in advance) in an amount equal to or pay exceeding the amount required to redeem any dividend or make any other payment or distribution on account of Subordinated Debt, (ii) the Issuers' Company or any of their Subsidiaries Equity Interests Subsidiary may purchase or acquire Subordinated Debt in exchange for its equity securities, and (includingiii) the Company or any Subsidiary may purchase or acquire Subordinated Debt for cash in privately negotiated or open-market transactions, without limitationprovided, any payment that (A) -------- the aggregate cash payable by the Company or its Subsidiary in connection with any merger such purchase or consolidation involving acquisition shall be equal to or less than the Issuers stated par amount of the Subordinated Debt being purchased or any of their Subsidiaries) or acquired, plus accrued interest thereon pursuant to the direct or indirect holders terms of such Subordinated Debt, (B) the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions aggregate cash payable in Equity Interests (other than Disqualified Stock) of by the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, Company and its Subsidiaries in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment all such purchases and acquisitions occurring on or with respect toafter the Closing Date shall not exceed $100,000,000, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, (C) at the Stated Maturity thereof; time of any such purchase or (dacquisition and immediately thereafter, no Latent Noncompliance Event or Noncompliance Event exists. Purchases and acquisitions of Subordinated Debt by the Company made in accordance with this Section 7.08(b) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition constitute Restricted Payments for purposes of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified StockSection 7.08(a); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Control.

Restricted Payments. The Issuers shall notDeclare or pay any dividends, and shall not purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of their its Subsidiaries toto do any of the foregoing, directly or indirectly: permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in the Borrower, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ai) the Borrower may (A) declare or and pay any dividend or make any other payment or distribution on account dividends and distributions payable in its common Equity Interests, (B) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Issuers' Advances pursuant to Section 2.06(b), purchase, redeem, retire, defease or otherwise acquire Equity Interests with the proceeds received contemporaneously from the issue of new Equity Interests with equal or inferior voting powers, designations, preferences and rights, and (C) repurchase its Equity Interests owned by management or employees and physicians under contract with the Borrower or any of their its Subsidiaries Equity Interests in an amount not in excess of $10,000,000 in any twelve month period; (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiariesii) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable Borrower may (A) declare and pay cash dividends to the Issuers or Borrower, and (B) declare and pay cash dividends to any other Loan Party of which it is a Subsidiary Subsidiary; (iii) any of the Issuersnon-wholly owned Subsidiaries of the Borrower may declare and pay or make dividends and other distributions to its shareholders, partners or members (or the equivalent persons thereof) generally so long as the Borrower and each of the Subsidiaries that own any of the Equity Interests therein receive at least their respective proportionate shares of any such dividend or distribution (based upon their relative holdings of the Equity Interests therein and taking into account the relative preferences, if any, of the various classes of the Equity Interests therein); ; (biv) purchase, redeem or otherwise acquire or retire for value any of the subordinated notes referred to in clause (includingi) or (ii) of the definition of “Subordinated Notes”, without limitationprovided that immediately prior to each such transaction and after giving effect thereto the aggregate amount of the Unused Revolving Credit Commitment is not less than $75,000,000; (v) the Borrower may from time to time, during the period from the Closing Date to December 31, 2004, (A) purchase its common stock, or (B) declare and pay dividends and distributions payable in cash, in connection with any merger or consolidation involving an aggregate amount for all such purchases and payments not in excess of $150,000,000; and (vi) in addition to the Issuers) any Equity Interests of purchase by the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any Borrower of its Subsidiaries); common stock or the payment by the Borrower of cash dividends or distributions pursuant to Section 5.02(g)(v) above, the Borrower may (cA) make any payment on or with respect to, or purchase, redeem, defease redeem or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on or (B) declare and pay dividends and distributions payable in cash: (A) in an aggregate amount for all such purchases, redemptions, acquisitions and payments not in excess of $50,000,000, provided that such amount shall increase to $125,000,000 if at least 95% of the outstanding subordinated notes of the Borrower referred to in clause (i) of the definition of “Subordinated Notes” have been converted into common stock of the Borrower as permitted by Section 5.02(i); (B) in an aggregate amount for all such purchases, redemptions, acquisitions and payments not in excess of $75,000,000 in any Fiscal Year, or $300,000,000 during the term of this Agreement, provided that at the time of each such transaction and immediately after giving pro forma effect to each such transaction the Senior Leverage Ratio is less than 2.25:1.00, and (C) without being subject to the restrictions in this Section 5.02(g), provided that (1) at least three Business Days prior to the initial such transaction under this subsection 5.02(g)(vi)(C) the Administrative Agent has received from a pro rata basis; Responsible Officer of the Borrower a Notice of Covenant Reduction, and (d2) at the making time of a Change in Control offer each such transaction and immediately after giving pro forma effect to repurchase each such transaction the Leverage Ratio is less than 3:00:1:00 and the Senior Notes Leverage Ratio is less than 1.75:1.00, provided further, in the case of each transaction under this subsection 5.02(g)(vi), immediately prior to each such transaction and after a Change in Controlgiving effect thereto the aggregate amount of the Unused Revolving Credit Commitment is not less than $75,000,000.

Restricted Payments. The Issuers Borrower shall not, and shall not permit any of their Subsidiaries Subsidiary to, directly declare, pay or indirectly: make, or agree to declare, pay or make, any Restricted Payment, except (a) declare or pay Restricted Payments by any dividend or make Subsidiary to the Borrower and any other payment Person that owns capital stock or distribution on account other equity interests in such Subsidiary, ratably according to their respective holdings of the Issuers' type of capital stock or any other equity interests in respect of their Subsidiaries Equity Interests which such Restricted Payment is being made, (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiariesb) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such Restricted Payments (other than dividends purchases or distributions payable in Equity Interests (other than Disqualified Stock) acquisition for value of any Capital Stock of the Issuers Borrower or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (bSubsidiary) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So so long as no Default has occurred and is continuing or Event of Default then exists or would be caused thereby, the preceding provisions shall not prohibit: result therefrom (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out assuming for this purpose that compliance with Section 6.3 is being measured as of the net cash proceeds end of the substantially concurrent sale (other than immediately preceding Fiscal Quarter giving pro forma effect to a Subsidiary of the IssuersRestricted Payment) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; and/or (c) the payment purchases or other acquisitions for value of any dividend by NLC or a Subsidiary Capital Stock of the Issuers Borrower or any Subsidiary. Notwithstanding anything to the holders contrary contained herein, during any Collateral Period, the Borrower shall not, and shall not permit any Subsidiary to, declare, pay or make, or agree to declare, pay or make, any dividends or repurchases of capital stock or other equity interests; provided, that this provision shall not prohibit (i) any Subsidiary from making Restricted Payments to Persons that own Capital Stock in such Subsidiary, ratably according to their respective holdings of the type of Capital Stock in respect of which such Restricted Payment is being made or (ii) the Borrower and its Equity Interests Subsidiaries from making Restricted Payments so long as (A) no Default or Event of Default then exists or would result therefrom, (B) after giving effect to such Restricted Payment on a pro rata forma basis; , the Leverage Ratio, computed as of the most recent Fiscal Quarter end of the Borrower for which financial statements were required to be delivered pursuant to Section 5.1(a) or 5.1(b), shall be less than 3.75 to 1.0, (C) after giving effect to such Restricted Payment on a pro forma basis, the Borrower and its Subsidiaries shall have Liquidity, as of the date of such Restricted Payment, of at least $600,000,000 and (dD) the making aggregate amount of all Restricted Payments made in any Fiscal Quarter shall not exceed the aggregate amount of Restricted Payments made in the corresponding Fiscal Quarter of 2019. (e) Article VIII of the Credit Agreement is hereby amended to add a Change in Control offer new Section 8.13 to repurchase the Senior Notes after a Change in Control.read as follows:

Restricted Payments. The Issuers shall notNo Credit Party shall, and no Credit Party shall not suffer or permit any of their its Subsidiaries to, directly or indirectly: (ai) declare or pay make any dividend or make any other payment or other distribution of assets, properties, cash, rights, obligations or securities on account of the Issuers' any Stock or any of their Subsidiaries Equity Interests Stock Equivalent, or (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (bii) purchase, redeem or otherwise acquire or retire for value any Stock or Stock Equivalent now or hereafter outstanding (includingthe items described in clauses (i) and (ii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower, without limitation, in connection with any merger or consolidation involving the Issuersand except that: (a) any Equity Interests non-Wholly-Owned Subsidiary of the Issuers Borrower may pay cash distributions to its shareholders, members or any partners generally, so long as the Borrower or its Subsidiary which owns the Stock in such non-Wholly-Owned Subsidiary receives at least its proportionate share of their Subsidiaries held such distributions (based upon its relative holding of the Stock in such non-Wholly-Owned Subsidiary and taking into account the relative preferences, if any, of the various classes of Stock of such non-Wholly-Owned Subsidiary); (b) Holdings may declare and make dividend payments or other distributions payable solely in its Stock or Stock Equivalents of Holdings permitted to be issued by any Person it under this Agreement; (other than c) Holdings may issue Shareholder Subordinated Notes to, and the Issuers Borrower may make cash distributions to Holdings which are promptly used by Holdings to (x) redeem from current or former officers, directors and employees of Holdings or any of its Subsidiaries); Subsidiaries Stock and Stock Equivalents of Holdings and (y) to make principal and interest payments in respect of Shareholder Subordinated Notes theretofore issued by Holdings pursuant to this clause (c) make any payment on provided all of the following conditions are satisfied: (i) no Default or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment Event of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, arise as a result of the preceding provisions shall not prohibit: issuance of any Shareholder Subordinated Note or the making of such Restricted Payment; and (aii) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than aggregate Restricted Payments permitted pursuant to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; this clause (c) (including the payment aggregate payments made in respect of Shareholder Subordinated Notes) (x) in any dividend by NLC or a Subsidiary Fiscal Year shall not exceed $1,100,000 and (y) during the term of the Issuers to the holders of its Equity Interests on a pro rata basis; and this Agreement shall not exceed $3,300,000; (d) the making Borrower may pay cash distributions to Holdings so long as the proceeds thereof are promptly used by Holdings to pay operating expenses incurred in the Ordinary Course of a Change Business (including, without limitation, outside directors and professional fees, expenses and indemnities, but excluding any management or similar fees payable to the Sponsor or any of its Affiliates) and other similar corporate overhead costs and expenses, provided that the aggregate amount of all cash distributions paid pursuant to this clause (d) shall not exceed $550,000 in Control offer any Fiscal Year; (e) the Borrower may pay cash distributions to Holdings at the times and in the amounts necessary to enable Holdings to pay its tax obligations; provided that the amount of cash distributions paid pursuant to this clause (e) to enable Holdings to pay Federal and state income taxes at any time shall not exceed the amount of such Federal and state income taxes actually owing by Holdings at such time for the respective period; (f) Holdings may repurchase fractional shares of its Stock and Stock Equivalents from officers, directors and employees of Holdings or any of its Subsidiaries in an aggregate amount not to exceed $100,000 during the Senior Notes after a Change in Controlduration of this Agreement; and (g) to the extent that Holdings is party to the Management Agreement, the Borrower may make distributions to Holdings to make payments pursuant to the Management Agreement but only as, and to the extent, permitted by subsections 5.6(f), (g), (h), and (i).

Restricted Payments. The Issuers Company shall not, and shall not permit any of their its Subsidiaries to, directly or indirectly: , declare, order, pay, make or set apart any sum for any Restricted Payment except that, so long as no Default or Event of Default has occurred and is continuing at the time of any action described below or would be caused thereby, the Company may: (a) declare repurchase shares of its capital stock (together with options or pay warrants in respect of any dividend or make any other payment or distribution on account thereof) held by officers, directors and employees of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity Company so long as such (other than dividends repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); shareholder agreements; (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests shares of common stock of the Issuers Company or warrants or options to acquire any such shares with proceeds received by the Company from the substantially concurrent equity contributions or issuances of their Subsidiaries held by any Person (other than the Issuers or any new shares of its Subsidiaries); common stock; (c) make redeem or exchange, in whole or in part, any payment on capital stock of the Company for shares of another class of capital stock of the Company or with respect torights to acquire shares of such other class of capital stock; provided that such other class of capital stock contains terms and provisions (taken as a whole, and taking into account the relative amounts of the shares of each class of capital stock involved in such redemption or purchase, redeem, defease exchange) that are at least as advantageous to Lenders as those contained in the capital stock redeemed or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereofexchanged therefor; or and (d) make other Restricted Payments; provided that on the date (the “Declaration Date”) of declaration of any Restricted Investment (all such payments and other actions set forth dividend in these clauses (a) through respect of the Company’s outstanding capital stock pursuant to the terms of this clause (d) being collectively referred or the making of any other Restricted Payment pursuant to as "the terms of this clause (d), the aggregate amount of any such Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers when added to the holders aggregate amount of its Equity Interests on a pro rata basis; and all Restricted Payments previously declared or (without duplication) paid by the Company pursuant to this clause (d) during the making period commencing on the Closing Date and ending on the Declaration Date does not exceed the sum of a Change in Control offer $250,000,000 plus an amount equal to repurchase 50% of cumulative Consolidated Net Income of the Senior Notes after a Change in ControlCompany and its Subsidiaries for the period commencing on the Closing Date and ending on the last day of the fiscal quarter most recently ended.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) declare or pay any dividend or each Subsidiary may make Restricted Payments to a Loan Party and any other payment or distribution on account Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Issuers' or any type of their Subsidiaries Equity Interests (including, without limitation, any payment Interest in connection with any merger or consolidation involving the Issuers or any respect of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as which such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); Restricted Payment is being made; (b) purchaseeach Loan Party and each Subsidiary may (i) declare and make dividend payments or other distributions and (ii) exchange or repurchase its Equity Interests; provided that all such dividend payments and other distributions, redeem or otherwise acquire or retire for value (including, without limitation, exchanges and repurchases shall be payable solely in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the Notes, except a payment of interest or principal and premium, if any, at the Stated Maturity thereof; or (d) make any Restricted Investment (all such payments and other actions set forth in these clauses (a) through (d) being collectively referred to as "Restricted Payments"). So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions shall not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; Person; (c) the Loan Parties may, for any period, make other Restricted Payments in the form of Distributions for the payment of taxes in an amount equal to taxes that would be owed (including estimated taxes), as determined by the Borrower in its reasonable discretion (using reasonable consistent assumptions), by any dividend by NLC Person as a result of its direct or indirect ownership of a Loan Party or Subsidiary; provided that such Distributions pursuant to this clause (c) shall not exceed an amount equal to the product of the Presumed Tax Rate and the taxable income of the Loan Parties and their Subsidiaries (less any prior Distributions for estimated taxes) for such period (collectively, “Permitted Tax Distributions”); (d) a Loan Party or a Subsidiary of the Issuers may make any Distribution to the holders extent it would be permitted as a Disposition under Section 8.05; (e) so long as no Event of its Equity Interests on Default exists immediately prior or after giving effect thereto, the Borrower and the Top Tier Guarantors may make Distributions of Free Cash Flow to Persons who are not Loan Parties; and (f) a pro rata basisLoan Party may make Distributions to FIG Corp., a Delaware corporation, FIG Asset Co. LLC, a Delaware limited liability company or the Principals in connection with a proposed Investment to be made by a Loan Party; and provided that (di) the Administrative Agent receives written notice of any such Distribution at least one Business Day prior to the making of such Distribution, (ii) at the time of such notice, the Borrower delivers to the Administrative Agent a Change certificate describing the proposed Investment and demonstrating that, both before and after giving effect to such Distribution, the Loan Parties will be in Control offer compliance with the financial covenants set forth in Section 8.10 of the Credit Agreement and (iii) an amount equal to repurchase the Senior Notes such Distribution is reinvested into a Loan Party within one Business Day after a Change in Controlsuch Distribution is made.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries toDeclare or make, directly or indirectly: , any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, that, (a) declare or pay any dividend or Restricted Subsidiary may make Restricted Payments ratably to its equity holders; provided, that any other payment or distribution on account of the Issuers' or Loan Party may make Restricted Payments to any of their Subsidiaries Equity Interests Person that is a not a Loan Party 147 under this clause (including, without limitation, any payment a) only (i) if such Restricted Payments are made in connection with any merger cash management in the ordinary course of business consistent with current practices and such Restricted Payments are thereafter transferred to a Loan Party within two (2) Business Days of the original transfer or consolidation involving the Issuers or any of their Subsidiaries(ii) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as extent all such Restricted Payments to a Person that is not a Loan Party (other than dividends those subsequently transferred to a Loan Party) do not exceed at any time $10,000,000 in any Fiscal Year, (b) so long as no Event of Default or distributions payable in Default shall have occurred and be continuing or would result therefrom, the Lead Borrower may repurchase its Equity Interests (other than Disqualified Stock) owned by current or former directors, officers or employees of the Issuers Lead Borrower or any the Subsidiaries or make payments to current or former directors, officers or employees of the Lead 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 current or former directors, officers or employees, (i) a Restricted Subsidiary of the Issuers Lead Borrower may make any Restricted Payment constituting a Pre-Spin Transaction, provided, that, in the case of any such Restricted Payment constituting a Pre-Spin Transaction involving the Disposition of assets of a Loan Party included in the Borrowing Base, from and after such time as the aggregate amount of all such assets of all Loan Parties that have been Disposed of, or payable will be Disposed of after giving effect to any such Disposition (and any Disposition constituting a Pre-Spin Transaction ), to a Person that is not a Loan Party would exceed the Pre-Spin Transactions Cap, (1) prior to the Issuers or a Subsidiary effectiveness of any such Restricted Payment that would cause the Issuers); (b) purchasePre-Spin Transactions Cap to be exceeded, redeem or otherwise acquire or retire Administrative Agent shall have received an updated Borrowing Base Certificate giving effect to all Dispositions of such assets and including for value (including, without limitation, this purpose any such assets that the Lead Borrower reasonably anticipates in good faith will at any time thereafter be disposed of in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated Pre-Spin Transactions prior to the Notes, except a payment Distribution (and in the event that after the receipt by Administrative Agent of interest or principal and premium, if any, at such Borrowing Base Certificate the Stated Maturity thereof; or (d) make any Restricted Investment (all actual amount of such payments and other actions assets disposed of exceeds the amount reasonably anticipated by the Lead Borrower as set forth in these clauses a Borrowing Base Certificate previously delivered to Administrative Agent, the Lead Borrower shall promptly deliver a further updated Borrowing Base Certificate to reflect such additional Dispositions), (a2) through on and after the receipt of such Borrowing Base Certificate, the Borrowing Base shall be calculated giving effect to all such Dispositions, including those that the Lead Borrower reasonably anticipates in good faith will occur and whether or not at the time further actions may be required to effectuate such Dispositions, and (d3) being collectively referred as of the date of such Disposition and after giving effect thereto, no Cash Dominion Event shall exist (and for this purpose without regard to the three (3) day time period otherwise required with respect thereto); and (ii) the Lead Borrower may make the Distribution, provided, that, solely in the case of this clause (c)(ii), (A) the SUPERVALU Payment is made prior to or substantially concurrently therewith, (B) as "Restricted Payments"). So long as of the date of the Distribution and after giving effect thereto, no Event of Default has shall then exist or have occurred and is continuing be continuing, (C) no Cash Dominion Event then exists or would be caused thereby, the preceding provisions shall not prohibit: exist after giving effect thereto (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers and for this purpose without regard to the holders of its Equity Interests on a pro rata basis; and requirements as to the three (3) day time period otherwise provided for with respect thereto), (d) the making Lead Borrower may make any Restricted Payments with the Net Cash Proceeds from the Disposition of a Change any Save-A-Lot Retained Interest not required to be applied to repay the Term Loan Debt or reinvested pursuant to the Term Loan Agreement (as in Control offer effect on the date of Amendment No. 3 or as thereafter amended with or without the approval of the Administrative Agent) and not required to repurchase be applied to repay any of the Senior Notes Obligations under Section 2.05 hereof, (e) the Lead Borrower may make other Restricted Payments in an aggregate amount when combined with all payments made pursuant to Section 7.07(f) not to exceed $75,000,000 in any Fiscal Year and not to exceed $175,000,000 in the aggregate, provided, that, as of the date of any such Restricted Payment and after a Change giving effect thereto, no Cash Dominion Event exists or would exist after giving effect 148 thereto (and for this purpose without regard to the requirement as to the three (3) day time period otherwise provided for with respect thereto), (f) in Controlthe event that any Net Cash Proceeds from the Disposition of any Save-A-Lot Retained Interest are required to be applied to repay any of the Obligations under Section 2.05 hereof, any Restricted Payment thereafter, provided, that, (i) the aggregate amount of all such Restricted Payments, together with the aggregate amount of all Investments under clause (s) of the definition of the term Permitted Investments and the aggregate amount of all prepayments of Indebtedness under Section 7.07(i), shall not exceed the aggregate amount of such Net Cash Proceeds applied to the Obligations as of the date of any such Restricted Payment, (ii) as of the date of any such Restricted Payment and after giving effect thereto, no Cash Dominion Event shall exist (and for this purpose without regard to the requirement as to the three (3) day time period otherwise provided for with respect thereto) and (iii) as of the date of any such Restricted Payment and after giving effect thereto, no Default or Event of Default shall exist or have occurred and be continuing, and (g) the Lead Borrower may make other Restricted Payments, provided, that, as of the date of any such Restricted Payment and after giving effect thereto, (i) each of the Payment Conditions is satisfied, (ii) Administrative Agent shall have received ten (10) Business Days’ prior written notice of such transaction and (iii) Administrative Agent shall have received such other information related to such transaction as the Administrative Agent may reasonably require.

Restricted Payments. The Issuers shall not, and shall not permit any of their Subsidiaries to, directly or indirectly: (a) declare Declare or pay any dividend on, or make any other payment or other distribution on account of the Issuers' or any of their Subsidiaries Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their Subsidiaries) or to the direct or indirect holders of the Issuers' or any of their Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers or any Subsidiary of the Issuers or payable to the Issuers or a Subsidiary of the Issuers); (b) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Issuers) any Equity Interests of the Issuers or any of their Subsidiaries held by any Person (other than the Issuers or any of its Subsidiaries); (c) make any payment on or with respect toof, or purchase, redeem, defease retire or otherwise acquire (directly or retire indirectly), or set apart assets for value a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any Indebtedness class of Equity Interests of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Equity Interests of any Credit Party or any Subsidiary thereof (all of the foregoing, the “Restricted Payments”) provided that: (a) the Borrower or any of its Subsidiaries may declare and pay dividends in shares of its own Qualified Equity Interests; (b) any Subsidiary of the Borrower may declare and make Restricted Payments in respect of its outstanding Equity Interests to the Borrower or any Subsidiary Guarantor (and, if applicable, to other holders of its outstanding Qualified Equity Interests on a pro rata basis); (c) (i) any Non-Guarantor Subsidiary that is subordinated a Domestic Subsidiary may make Restricted Payments to the Notes, except any other Non-Guarantor Subsidiary that is a payment of interest or principal and premiumDomestic Subsidiary (and, if anyapplicable, at the Stated Maturity thereofto other holders of its outstanding Equity Interests on a ratable basis) and (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may make Restricted Payments to any other Non-Guarantor Subsidiary (and, if applicable, to other holders of its outstanding Equity Interests on a ratable basis); or and (d) the Borrower may make Restricted Payments in an aggregate amount not to exceed the Available Amount so long as (i) no Default of Event of Default shall have occurred and be then continuing and (ii) immediately after giving effect to the Restricted Payment the Borrower is in compliance on a Pro Forma Basis (as of the date of the Restricted Payment and after giving effect thereto and any Indebtedness incurred in connection therewith) with the covenant contained in Section 9.13 (whether or not applicable at such time); (e) the Borrower may make any Restricted Investment Payment within forty-five (all such 45) days after the declaration or giving of the redemption notice, as the case may be, if at the date of declaration or notice, the Restricted Payment would have complied with the provisions of this Section; (f) the Borrower and its Subsidiaries may make Restricted Payments to (i) repurchase Equity Interests issued to employees, directors and officers of the Borrower or the Subsidiaries (including repurchases of Equity Interests from severed or terminated employees, directors and officers) and (ii) make payments to employees, directors and other actions set forth officers of the Borrower or the Subsidiaries in these clauses connection with Equity Interests (aand the exercise thereof) through pursuant to incentive plans or arrangements, in an aggregate amount under this clause (dii) being collectively referred not to as "Restricted Payments"). So exceed $5,000,000 in any Fiscal Year; (g) the Borrower may make cash payments in lieu of issuing fractional shares in an aggregate amount not exceeding $5,000,000 during the term of this Agreement upon (i) the exercise of options or warrants or (ii) the conversion or exchange of Equity Interests of the Borrower; and (h) so long as no Default or Event of Default has occurred and is continuing or would be caused therebyresult therefrom, the preceding provisions shall Borrower may make other Restricted Payments in an amount not prohibit: (a) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Notes to exceed $18,000,000 in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Issuers) of, Equity Interests of the Issuers (other than Disqualified Stock); (b) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries with the net cash proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by NLC or a Subsidiary of the Issuers to the holders of its Equity Interests on a pro rata basis; and (d) the making of a Change in Control offer to repurchase the Senior Notes after a Change in Controleach Fiscal Year.

Restricted Payments. The Issuers shall will not, and shall will not permit any of their Restricted Subsidiaries to, directly or indirectly: (ai) declare or pay any dividend or make any other payment or distribution on account of the Issuers' or any of their Subsidiaries Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Issuers or any of their SubsidiariesIssuer) or to the direct or indirect holders of the Issuers' or any of their Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Issuers any Issuer and other than dividends or distributions payable to any Issuer or another Restricted Subsidiary and if such Restricted Subsidiary has equity holders other than any of the Issuers or payable other Restricted Subsidiaries, to the Issuers or its other equity holders on a Subsidiary of the Issuerspro rata basis); (bii) purchase, redeem or otherwise acquire or retire for value (including, including without limitation, in connection with any merger or consolidation involving the Issuersany Issuer) any Equity Interests of the Issuers any Issuer or any direct or indirect parent of their Subsidiaries held by any Person (Issuer or other than the Issuers or Affiliate of any of its Subsidiaries)Issuer; (ciii) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of any Issuer that is subordinated to the Senior Discount Notes, except a payment of interest or principal at Stated Maturity, or a payment of interest made through the issuance of additional Indebtedness of the same kind as the Indebtedness on which such interest shall have accrued or payment on Indebtedness owed to another Issuer and premium, if any, at except any payment in respect of the Stated Maturity thereofABRY Subordinated Debt; or (div) make any Restricted Investment (all such payments and other actions set forth in these clauses (ai) through (div) above being collectively referred to as "Restricted Payments"). So long as , unless, at the time of and after giving effect to such Restricted Payment: (a) no Default has or Event of Default shall have occurred and is be continuing or would occur as a consequence thereof; and (b) the Issuers would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable quarter, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the test set forth in the Section 4.9; and (c) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Issuers and their Restricted Subsidiaries after the Issue Date (excluding Restricted Payments permitted by clauses (ii), (iii), (iv), (vii), (viii), (ix), (x), (xi), (xii) and (xiii) of the next succeeding paragraph), is less than the sum of (i)(A) 100% of the aggregate Consolidated Cash Flow of the Issuers (or, in the event such Consolidated Cash Flow shall be caused therebya deficit, minus 100% of such deficit) accrued for the period beginning on the first day of the Issuers' first fiscal quarter commencing after the Issue Date and ending on the last day of the Issuers' most recent calendar month for which financial information is available to the Issuers ending prior to the date of such proposed Restricted Payment, taken as one accounting period, less (B) 1.4 times Consolidated Interest Expense for the same period, plus (ii) 100% of the aggregate Net Cash Proceeds received by the Issuers as a contribution to the equity capital of the Issuers or from the issue or sale since the Issue Date of Equity Interests of the Issuers (other than Disqualified Stock), or of Disqualified Stock or debt securities (including the ABRY Subordinated Debt) of the Issuers that have been converted into such Equity Interests (other than Equity Interests (or Disqualified Stock or convertible debt securities) sold to a Restricted Subsidiary of the Issuers and other than Disqualified Stock or convertible debt securities that have been converted into Disqualified Stock), plus (iii) to the extent that any Restricted Investment that was made after the Issue Date is sold for cash or otherwise liquidated or repaid for cash, the preceding amount of such Net Cash Proceeds plus (iv) to the extent that any Unrestricted Subsidiary is redesignated as a Restricted Subsidiary after the Issue Date, the fair market value of the Investment of the applicable Issuer or Restricted Subsidiary of such Issuer in such Subsidiary as of the date of such redesignation. The foregoing provisions shall not prohibit: prohibit (ai) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would have complied with the provisions of the Indenture; (ii) the redemption, repurchase, retirement, defeasance or other acquisition of any Subordinated Indebtedness of any of the Issuers which is subordinated to the Senior Discount Notes or Equity Interests of any of the Issuers in exchange for, or out of the net cash proceeds Net Cash Proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of any of the Issuers) of, other Equity Interests of any of the Issuers (other than any Disqualified Stock)) or capital contributions to any of the Issuers; provided that the amount of any such Net Cash Proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition shall be excluded from clause (c) (ii) of the preceding paragraph; (biii) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of any of the Issuers or their Subsidiaries which is subordinated to the Senior Discount Notes with the net cash proceeds Net Cash Proceeds from an incurrence of Permitted Refinancing Indebtedness; (civ) the payment of any dividend or distribution by NLC or a Restricted Subsidiary of any of the Issuers to the holders of its common Equity Interests so long as the applicable Issuer or such Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in accordance with its Equity Interests; (v) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of any of the Issuers or the payment of a dividend to any Affiliates of the Issuers to effect the repurchase, redemption, acquisition or retirement of an Affiliate's equity interest, that are held by any member of any of the Issuers' (or any of their respective Restricted Subsidiaries) management pursuant to any management equity subscription or purchase agreement or stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests shall not exceed $2 million in any fiscal year; (vi) from and after the time that the aggregate Consolidated Cash Flow of the Issuers (calculated on a pro rata basisforma basis as described in the definition of "Leverage Ratio") for any full fiscal quarter mutliplied by four exceeds $60 million, payments or distributions to any Affiliate of the Issuers to permit such Affiliate to pay for the performance of management functions by any Affiliate of the Issuers in an aggregate amount not to exceed the greater of (A) $250,000 in any fiscal year and (B) 0.25% of Total Revenues for such year; (vii) any payments or distributions or other transactions to be made in connection with the Merger, the Mercom Acquisition or the Reorganization (including fees and expenses incurred in connection therewith); (viii) payments to Affiliates of the Issuers and holders of Equity Interests in the Issuers in amounts equal to the amounts required to pay any Federal, state or local income taxes to the extent that (A) such income taxes are attributable to the income of the Issuers and their Restricted Subsidiaries (but limited, in the case of taxes based upon taxable income, to the extent that cumulative taxable net income subsequent to the Issue Date is positive) and (B) such taxes are related to Indebtedness between or among any of the Issuers and any of their Restricted Subsidiaries or Avalon or any of its Restricted Subsidiaries; (ix) Restricted Investments received in connection with an Asset Sale that complies with Section 4.10; (x) payments on the ABRY Subordinated Debt (including all accrued interest thereon) in accordance with the terms thereof; (xi) payments or distributions to dissenting stockholders pursuant to transactions permitted under the terms of the Indenture; (xii) the distribution by Avalon Holdings to the holders of its Capital Stock of all the Equity Interests held by Avalon Holdings in any of its Subsidiaries; provided that, substantially simultaneously with such distribution, such Equity Interests, and/or option to purchase all such Equity Interests, are sold to a third party for consideration in an amount at least equal to the fair market value of such Equity Interests and Avalon Holdings receives an amount equal to the Net Cash Proceeds of such sale and any other consideration received in connection therewith; and (dxiii) other Restricted Payments in an aggregate amount not to exceed $5.0 million; provided, however, that at the time of, and after giving effect to, any Restricted Payment permitted under clauses (v), (vi), (x) and (xiii) above, no Default or Event of Default shall have occurred and be continuing or would occur as a consequence thereof. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the applicable Issuer or the Restricted Subsidiary of such Issuer, pursuant to the Restricted Payment. The fair market value of any non-cash Restricted Payment shall be determined by the Board of Directors of such Issuer or Restricted Subsidiary, as the case may be, whose resolution with respect thereto shall be delivered to the Trustee, such determination shall be conclusive and shall be based upon an opinion or appraisal issued by an appraisal, accounting or investment banking firm of national standing if such fair market value exceeds $10.0 million. Not later than the date of making any Restricted Payment, such Issuer or Restricted Subsidiary, as the case may be, shall deliver to the Trustee an Officers' Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 4.7 were computed, together with a copy of a Change in Control offer to repurchase any opinion or appraisal required by the Senior Notes after a Change in ControlIndenture.