Common use of Restricted Payments Clause in Contracts

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ia) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) each Loan Party and each Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (c) the Borrower may declare purchase, redeem, retire, defease or make other payments in respect of the 2,598 shares of its Equity Interests or any warrant, right or option to acquire such Equity Interests pursuant to certain Stock Purchase Agreements (Restated) between the Borrower and certain owners of Equity Interests, as in effect on the Closing Date; (d) no Default exists immediately prior and after giving effect thereto, the Borrower may purchase, redeem, retire, defease any of its Equity Interests pursuant to certain Restated Stock Transfer Restriction Agreements between the Borrower and certain owners of Equity Interests; or (e) the Borrower may pay quarterly cash dividends to the ESOP with respect to its capital stock the Borrower’s Class C Preferred Stock and additional contributions from the Borrower to the ESOP in an aggregate amount not to exceed $10,000,000 in the aggregate in 30,000,000 for any fiscal yearyear of the Borrower, provided that within five Business Days of making such payment the Borrower receives a payment in cash from the ESOP as a payment of principal, interest or other charges on Indebtedness of the ESOP to the Borrower; and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiif) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments so long as (other than cash dividends on its common Stocki) provided that no Default exists immediately prior and after giving effect thereto and (ii) upon giving effect to such Restricted Payments under this clause (vii)Payment, the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus the Loan Parties would be in compliance with the financial covenants set forth in Section 8.11 on a Pro Forma Basis and (B) 50% of Borrower's consolidated quarterly net income the Consolidated Net Leverage Ratio as so calculated is at least 0.25 less than the maximum then permitted under Section 8.11(a) (if positive) for each calendar quarter ended during and, in the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect case of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments Payment in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used aboveexcess of $10,000,000, the applicable "Calculation Period" Borrower shall have delivered to the Administrative Agent a Pro Forma Compliance Certificate with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentthereto).

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare make or make, or agree to pay or make, directly or indirectly, any Restricted Payment; except that the Borrower may, except so long as no Default or Event of Default shall occur both before and after giving effect thereto, make (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on Restricted Debt Payments) during any fiscal quarter in an aggregate amount not to exceed the Borrower’s Available Cash as of the end of the immediately preceding fiscal quarter; provided that, the Borrower and its common StockSubsidiaries shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with all of the covenants contained in this Agreement, including, without limitation, Sections 6.10 through 6.12 and (ii) Restricted Debt Payments; provided that immediately (x) the Borrower has cash, Liquid Investments and availability under this Agreement in an amount equal to not less than twenty percent (20%) of the aggregate Commitments and (y) after giving effect to such Restricted Payments under this clause (vii)Debt Payment on a pro forma basis, the Senior Leverage Ratio shall not be greater than 3.25 to 1.00. (b) Any Holdco Entity that is not a Subsidiary of the Borrower will not make or pay any Restricted Payment; except that (i) such Holdco Entity may make any payment on account of any net profits interest, net working capital adjustments or earn-out payments in connection with an Investment by such Holdco Entity pursuant to Section 6.06 and (ii) such Holdco Entity may make Restricted Payments (other than any distributions of Equity Interests or payments-in-kind) at any time in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not to exceed such Holdco Entity’s Available Cash at the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date time of such Restricted Payment; provided that, (x) no Default or Event of Default shall occur both before and after giving effect to such Restricted Payment, and (y) the Borrower, its Subsidiaries and the Holdco Entities shall be in compliance (after giving pro forma effect to the making of such Restricted Payment) with all of the covenants contained in this Agreement, including, without limitation, Sections 6.10 through 6.12.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided, except however, that the Borrower and its Subsidiaries may declare and make the following Restricted Payments so long as no Default or Event of Default would result therefrom: (ia) the Borrower may declare and pay dividends with respect or make cash distributions to its capital stock shareholders (together with cash distributions of the Heritage OP and the ▇▇▇▇▇▇▇ OP to its limited partners other than the Borrower) during any period of four consecutive fiscal quarters ending during the term of this Agreement in an aggregate amount not to exceed $10,000,000 in the aggregate in any fiscal year, greater of (i) 95% of Funds From Operations of the Combined Group for such period or (ii) Restricted Subsidiaries may declare and pay dividends ratably the amount required to be distributed for the Borrower to remain in compliance with respect to their capital stockSection 7.13.; provided, however, that in no event shall such cash distributions made during any period of two consecutive fiscal quarters exceed in an aggregate amount 100% of Funds From Operations of the Combined Group for such period; (iiib) the Borrower may make cash distributions to its shareholders of capital gains resulting from gains from certain asset sales to the extent necessary to avoid payment of taxes on such asset sales imposed under Sections 857(b)(3) and 4981 of the Internal Revenue Code; (c) a Subsidiary that is not a Wholly Owned Subsidiary may make cash distributions to holders of Equity Interests issued by such Subsidiary; (d) the ▇▇▇▇▇▇▇ OP may repurchase, redeem or otherwise acquire Equity Interests issued by the ▇▇▇▇▇▇▇ OP; (e) Subsidiaries may pay Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary other Subsidiary; and (f) the Borrower may make cash payments to repurchase outstanding shares of any of its Equity Interests. If an Event of Default shall exist, the Borrower shall not, and shall not permit any Subsidiary to, make any Restricted Payments in respect of Employment Arrangements to any Person other than (including but not limited i) to purchase of Equity Interests in Borrower), (v) the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (viiii) cash distributions by the Borrower or to its shareholders during any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the fiscal year in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not to exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) minimum amount necessary for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary to remain in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" compliance with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentSection 7.13.

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except that (ia) any Restricted Subsidiary that is a real estate investment trust may purchase or redeem its Equity Interests for cash in an aggregate amount not exceeding $200,000 after the date hereof; (b) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 payable solely in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital additional shares of its common stock, (iii) the Borrower and may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans established in the ordinary course of business for management directors, management, employees or employees consultants of the Borrower and its Subsidiaries; (c) if no Default shall have occurred and be continuing or would result therefrom, (iv) the Borrower or any Restricted Subsidiary may declare, pay and make Restricted Payments in respect an aggregate amount after the date hereof not exceeding $50,000,000; and (d) the Borrower may declare and make Restricted Payments in cash, subject to the satisfaction of Employment Arrangements (including but not limited to purchase each of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a the following conditions on the date of each such Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause thereto: (vii), i) no Default shall have occurred and be continuing; (ii) the aggregate amount of Restricted Payments made since the Effective Date (including such Restricted Payment) under this clause (viid) after September 30, 2000 does shall not exceed an amount equal to the sum aggregate of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) Net Income of the Borrower for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30including January 4, 2000 to 2010 through and including the last day of the fiscal quarter of Borrower most recently ended immediately preceding prior to the date of such Restricted PaymentPayment (treated for this purposes as a single accounting period) and the aggregate amount of Net Available Proceeds from Equity Issuances not required to prepay Loans pursuant to Section 2.10 hereof and not used to make Permitted Acquisitions; and (iii) the Pro Forma Senior Secured Leverage Ratio on the date of such Restricted Payment shall not exceed 2.50 to 1.00.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (a) subject to the delivery by the Borrower to the relevant agents under the Senior Term Loan Agreement or this Agreement, as the case may be, of reasonable documentary evidence thereof (and without duplication of any Asset Taxes paid pursuant to Section 6.07(c) or Permitted Borrower Expenses pursuant to Section 6.07(d)), (i) any Restricted Payments made for the purpose of allowing the direct and indirect shareholders of Holdings to pay Asset Taxes and (ii) any Restricted Payment made for the purpose of allowing Holdings to pay Permitted Borrower may declare and pay Expenses; (b) the payment of dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees year of the Borrower in an aggregate amount not exceeding the lesser of $9,550,000 and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made the portions of Excess Cash Flow for such fiscal year not required to be used to prepay the Senior Loans pursuant to Section 2.04(b)(i) of the Senior Term Loan Agreement, the terms of any Indebtedness under this clause any Permitted Refinancing, and the Loan pursuant Section 2.04(b)(i) (vii) after September 30as such aggregate amount may be reduced on a Dollar-for-Dollar basis by the amount of prepayments, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Periodredemptions or repurchases, plus (C) all interest and principal payments, dividends, distributions and other payments in respect, of Indebtedness of the Borrower under any Permitted Subordinated Debt, made pursuant to paragraph (d) below), provided that (i) no Default shall have occurred and be continuing or would result therefrom and (ii) no such dividend payment shall be permitted from any such portion of Excess Cash Flow for any Measurement Period until after the mandatory prepayment required pursuant to Section 2.04(b)(i) of the Senior Term Loan Agreement, the terms of any Indebtedness under any Permitted Refinancing, and Section 2.04(b)(i) hereof, to be made for such Measurement Period shall have been made; (c) the payment of dividends or distributions with the proceeds of amounts received by the Borrower or any Restricted Subsidiary in respect of the Santander Excluded Assets; and (d) prepayments, redemptions or repurchases of, and other payments in respect of, Indebtedness of the Borrower under any Restricted Investment during Permitted Subordinated Debt, made with the applicable Calculation Period, plus amounts otherwise permitted to be used for the payment of dividends pursuant to paragraph (Db) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, provided that, upon any such prepayment, redemption or repurchase, the applicable "Calculation Period" with respect to amount otherwise available for the payment of dividends under paragraph (b) above shall be reduced on a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentDollar-for-Dollar basis.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (ivd) the Borrower or any Restricted Subsidiary and the Subsidiaries may make Restricted Payments (i) to effect any merger or consolidation of any Subsidiary of the Borrower permitted under Section 6.03 and (ii) certified by the Borrower to the Administrative Agent in respect writing as having a bona fide purpose directly related to effecting the capitalization of Employment Arrangements a Subsidiary to the extent such investment shall otherwise be permitted under Section 6.04 (including but not limited to purchase of Equity Interests as determined by the Administrative Agent in Borrowerits reasonable discretion), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (viie) the Borrower or any Restricted Subsidiary and its Subsidiaries may make any other Restricted Payment so long as no Default or Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including giving effect on a Pro Forma Basis) thereto and the aggregate amount of all such Restricted Payments shall be (other than cash dividends i) without limitation at any time the Leverage Ratio (calculated on its common Stock) provided that immediately a Pro Forma Basis after giving effect to such Restricted Payment) shall be less than or equal to 2.75 to 1.00 and (ii) shall not exceed (1) at any time the Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) shall be greater than 2.75 to 1.00 and less than 3.00 to 1.00, during any twelve-month period an aggregate amount equal to $120,000,000 (calculated inclusive of all Restricted Payments under made in reliance on this clause (vii1) and clause (2) during such period), and (2) at any time the Leverage Ratio (calculated on a Pro Forma Basis after giving effect to such Restricted Payment) shall be greater than or equal to 3.00 to 1.00, during any twelve-month period an aggregate amount equal to $95,000,000 (calculated inclusive of all Restricted Payments made under in reliance on clause (1) and this clause (vii2) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting such period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment).

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ia) the Borrower each Restricted Subsidiary may declare and pay dividends with respect make Restricted Payments to its capital stock not to exceed $10,000,000 any Loan Party or Restricted Subsidiary that owns Equity Interests in the aggregate in any fiscal yearsuch Restricted Subsidiary, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect according to their capital stock, respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (iiib) the Borrower may make Restricted Payments pursuant to Holdings so that Holdings may make, and in accordance with stock option plans or other benefit plans for management or employees of Holdings shall be permitted to make Permitted Tax Distributions; (c) the Borrower and its Subsidiaries, (iv) Borrower or any each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (d) the Borrower may make Restricted Payments to Holdings so that Holdings may make, and Holdings shall be permitted to make Restricted Payments during any fiscal year of the Borrower in respect an aggregate amount not to exceed $3,000,000 so long as no Default shall have occurred and be continuing, or would result therefrom, at the time of Employment Arrangements such Restricted Payment; and (including but not limited e) the Borrower may make Restricted Payments to purchase Holdings so that Holdings may make, and Holdings shall be permitted to make, Restricted Payments in an unlimited amount, provided that after giving pro forma effect to each such Restricted Payment, the Consolidated Net Leverage Ratio shall be less than or equal to 2.50 to 1.00 for the most recently ended Measurement Period for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b) so long as no Default shall have occurred and be continuing, or would result therefrom, at the time of such Restricted Payment; (f) the Borrower may make Restricted Payments required to satisfy to any subordinated earnout obligation that was permitted to be incurred in connection with a Permitted Acquisition; and (g) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings so that Holdings may repurchase its Equity Interests in Borrower)owned by employees of Holdings, (v) the Borrower or any of its Subsidiaries or make payments to employees of Holdings, the Borrower or its Restricted Subsidiary may make a Restricted Payment 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 a Put Arrangement, (vi) Borrower management incentive plans or any Restricted Subsidiary may make dividends in connection with the death or distributions disability of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments employees in an aggregate amount under this clause (vii), the aggregate amount of Restricted Payments made under this clause (viig) after September 30, 2000 does not to exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments 8,000,000 in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentyear.

Restricted Payments. (a) The Borrower Company will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment; provided that from and after January 1, except (i) 2019, the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Company may make Restricted Payments pursuant if, at the time of and after giving effect to the proposed Restricted Payment: (1) no Event of Default shall have occurred and in accordance be continuing or will occur as a consequence thereof; (2) (x) with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make respect to Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that any Junior Financing Payment or Restricted Investment, immediately after giving effect to such Restricted Payment on a Pro Forma Basis, (i) the Senior Secured Net Leverage Ratio shall not exceed 4.00:1.00 and (ii) the Total Net Leverage Ratio shall not exceed 4.50:1.00, and (y) with respect to Restricted Payments under this clause constituting Junior Financing Payments or Restricted Investments, immediately after giving effect to such Restricted Payment on a Pro Forma Basis, (vii)i) the Senior Secured Net Leverage Ratio shall not exceed 4.00:1.00 and (ii) the Total Net Leverage Ratio shall not exceed 4.75:1.00; and (3) after giving effect to such Restricted Payment on a Pro Forma Basis, the aggregate amount of expended or declared for all Restricted Payments made under this clause on or after the Issue Date (viiexcluding Restricted Payments permitted by clauses (2), (3), (4), (5), (6) after September 30(7), 2000 does (8), (9) and (10) of Section 4.07(b)) shall not exceed the sum of (Awithout duplication) $60,000,000 plus of: (Bi) 50% of Borrower's consolidated quarterly net income the Consolidated Net Income (or, if positiveConsolidated Net Income shall be a deficit, minus 100% of such deficit) for each calendar quarter ended of the Company accrued on a cumulative basis during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from the first day of the fiscal quarter of the Company in which the Issue Date occurs and after June 30, 2000 to and including ending on the last day of the most recently ended fiscal quarter ended immediately preceding for which internal financial information is available at the time of such Restricted Payment; plus (ii) 100% of the aggregate net proceeds (including the Fair Market Value of property other than cash) received by the Company subsequent to the Issue Date either (i) as a contribution to its common equity capital or (ii) from the issuance and sale of its Qualified Capital Interests, including Qualified Capital Interests issued upon the conversion or exchange of Debt (including Redeemable Capital Interests) of the Company, and from the exercise of options, warrants or other rights to acquire such Qualified Capital Interests (other than, in each case, Capital Interests or Debt issued or sold to a Subsidiary of the Company); plus (iii) 100% of the net reduction in Restricted Investments, made by the Company or any Restricted Subsidiary subsequent to the Issue Date, in any Person, resulting from (i) payments of interest on Debt, dividends, repayments of loans or advances, or any sale or disposition of such Restricted Investments (but only to the extent such items are not included in the calculation of Consolidated Net Income), or (ii) the redesignation of an Unrestricted Subsidiary as a Restricted Subsidiary (or the causing of a Person that is not a Subsidiary to become a Restricted Subsidiary), not to exceed in the case of any Person the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person subsequent to the Issue Date. (b) Notwithstanding the provisions of Section 4.07(a), the Company and its Restricted Subsidiaries may take the following actions: (1) the payment of any dividend on Capital Interests in the Company or a Restricted Subsidiary or the consummation of any irrevocable redemption within 60 days after declaration thereof or the giving of such irrevocable notice, as applicable, if, at the declaration date or notice thereof, such payment was permitted by the foregoing provisions of this Section 4.07; (2) the purchase, repurchase, redemption, defeasance or other acquisition or retirement of any Capital Interests of the Company by conversion into, or in exchange for, Qualified Capital Interests, or out of net cash proceeds of the substantially concurrent sale (other than to a Subsidiary of the Company) of Qualified Capital Interests of the Company; provided, however, that the net cash proceeds from such sale of Qualified Capital Interests will be excluded from Section 4.07(a)(3)(ii) to the extent applied to any such purchase, repurchase, redemption, defeasance or other acquisition or retirement; (3) the redemption, defeasance, repurchase or acquisition or retirement for value of any Junior Financing out of the net cash proceeds of a substantially concurrent issue and sale (other than to a Subsidiary of the Company) of (x) Refinancing Debt of the Company or such Guarantor, as the case may be, Incurred in accordance with this Indenture or (y) Qualified Capital Interests of the Company; (4) so long as no Event of Default has occurred and is continuing, the purchase, redemption, retirement or other acquisition for value of Capital Interests in the Company, MIPCo or any Parent Entity (or any payments to a Parent Entity for the purposes of permitting any such repurchase) held (i) in the case of the Company, by directors, officers, consultants, employees, former directors, former officers, former consultants or former employees of the Company or any Restricted Subsidiary (or their Affiliates, Immediate Family Members, estates or beneficiaries under their estates) upon death, disability, retirement or termination of employment or service or alteration of employment or service status or pursuant to the terms of any agreement under which such Capital Interests were issued (including any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement) and, for the avoidance of doubt, including any principal and interest payable on any promissory notes issued by the Company or any Parent Entity in connection with such purchase, redemption, retirement or other acquisition for value or (ii) in the case MIPCo, directly by the MIP Shareholders (or their Affiliates, Immediate Family Members, estates or beneficiaries under their estates); provided that, in the case of clauses (i) and (ii) above, the aggregate cash consideration paid for such purchase, redemption, retirement or other acquisition for value of such Capital Interests does not exceed $10.0 million in any calendar year; provided, further, that any unused amounts in any calendar year may be carried forward; provided, however, that such amount in any calendar year may be increased by an amount not to exceed (A) the cash proceeds received by the Company or any of its Restricted Subsidiaries from the sale of Qualified Capital Interests of the Company or any direct or indirect Parent Entity of the Company (to the extent contributed to the Company) to directors, officers, employees or consultants of the Company and its Restricted Subsidiaries that occurs after the Issue Date; provided, however, that the amount of such cash proceeds utilized for any such purchase, redemption, retirement, other acquisition for value or dividend will not increase the amount available for Restricted Payments under Section 4.07(a)(3); plus (B) the cash proceeds of key man life insurance policies received by the Company and its Restricted Subsidiaries after the Issue Date (provided, however, that the Company may elect to apply all or any portion of the aggregate increase contemplated by the proviso of this clause (4) in any calendar year and, to the extent any payment described under this clause (4) is made by delivery of Debt and not in cash, such payment shall be deemed to occur only when, and to the extent, the obligor on such Debt makes payments with respect to such Debt); (5) dividend adjustments and repurchases of Capital Interests deemed to occur upon the exercise of stock options, warrants or other convertible or exchangeable securities or the vesting of restricted stock units or deferred stock units (including any management equity plan or stock option plan or any other management or employee benefit plan or agreement, or any stock subscription or shareholder agreement); (6) Restricted Payments (A) to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Interests of the Company or the vesting of restricted stock units or deferred stock units and (B) consisting of: (i) payments made or expected to be made in respect of withholding or similar taxes or brokerage fees payable by any future, present or former officers, directors, employees, members of management or consultants of the Company, any Restricted Subsidiary or any Parent Entity, in each case, solely to the extent such taxes relate to the foregoing Persons’ ownership of Capital Interests in the Company; and/or (ii) repurchases of Capital Interests in consideration of the payments described in clause (i), including demand repurchases in connection with the exercise of stock options or the vesting of restricted stock units or deferred stock units; (7) so long as no Event of Default has occurred and is continuing or would result therefrom, Restricted Payments constituting Junior Financing Payments in an aggregate amount not to exceed the greater of (x) $23.0 million and (y) 1.0% of Consolidated Total Assets; (8) the extension of credit that constitutes intercompany Debt, the Incurrence of which is permitted pursuant to clauses (5), (6) and (7) of the definition of “Permitted Debt”; (9) as required by the terms of contracts of the Company or any Restricted Subsidiary that are in effect on the Issue Date and Restricted Payments made pursuant to the Transactions; and (10) the purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Junior Financing (A) at a purchase price not greater than 101% of the principal amount of such Junior Financing in the event of a change of control in accordance with provisions similar to Section 4.14 or (B) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to Section 4.10; provided that, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement for value, the Company has complied with its obligations set forth in Section 4.14 of this Indenture; (c) If the Company makes a Restricted Payment which, at the time of the making of such Restricted Payment, in the good faith determination of the Company, would be permitted under the requirements of this Indenture, such Restricted Payment shall be deemed to have been made in compliance with this Indenture notwithstanding any subsequent adjustment made in good faith to the Company’s consolidated financial statements affecting Consolidated Net Income. (d) The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of such Restricted Payment of the assets or securities proposed to be transferred or issued by the Company or any of its Restricted Subsidiaries, as the case may be, pursuant to such Restricted Payment. (e) For purposes of determining compliance with this Section 4.07, in the event that a proposed Restricted Payment or Investment (or a portion thereof) meets the criteria of more than one of the categories of Restricted Payments described in clauses (1) to (10) of Section 4.07(b) and/or one or more of the clauses contained in the definition of “Permitted Investments,” or is entitled to be made pursuant to Section 4.07(a), the Company will be entitled to divide or classify (or later divide, classify or reclassify in whole or in part), in its sole discretion, such Restricted Payment or Investment (or portion thereof) among such clauses (1) to (10) of Section 4.07(b), and/or one or more of such clauses contained in the definition of “Permitted Investments” hereunder, or Section 4.07(a), in each case, in a manner that otherwise complies with this Section 4.07. (f) Notwithstanding anything in this Section 4.07, no Investment may be made in any Unrestricted Subsidiary consisting of Intellectual Property which is material to the business of the Company and its Restricted Subsidiaries, taken as a whole. (g) For purposes of determining compliance with any U.S. dollar denominated restriction on Restricted Payments, the U.S. dollar equivalent of a Restricted Payment denominated in another currency shall be calculated based on the relevant currency exchange rate in effect on the date the Company or the Restricted Subsidiary, as the case may be, first commits to such Restricted Payment.

Restricted Payments. The Credit Parties shall not, and shall not permit any Subsidiary to, directly or indirectly pay any Restricted Payment; provided, however, (a) The any Subsidiary may declare and pay Dividends to or for the benefit of the Borrower will notor any Guarantor, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ib) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year(i) make regularly scheduled interest payments on Subordinated Debt, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockmake regularly scheduled interest payments on Additional Unsecured Senior Debt, (iii) subject to the Borrower may make Restricted Payments pursuant to proviso contained in clause (iv) below, declare and in accordance with stock option plans or other benefit plans for management or employees pay Dividends (including the repurchase of Capital Stock of the Borrower and its SubsidiariesBorrower), (iv) Borrower or any Restricted Subsidiary may make regularly scheduled principal payments on Subordinated Debt in existence as of the Effective Date; provided however, the sum of all Restricted Payments in respect of Employment Arrangements made pursuant to clause (including but not limited to purchase of Equity Interests in Borrower)iii) above, this clause (iv) and clause (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the below shall not exceed an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed equal to the sum of (A) $60,000,000 35,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and Cumulative Net Income after June 30, 2000 2014, (v) make prepayments and regularly scheduled principal payments on Additional Unsecured Senior Debt in an aggregate amount taken together with amounts under clause (A) of clause (iv) above, not to and including exceed $35,000,000, (vi) payments expressly contemplated by the last day Spin Transaction Documents, (vii) make prepayments on Additional Unsecured Senior Debt from the proceeds of any Disposition of Assets on a pro rata basis with the prepayment of the fiscal quarter ended immediately preceding Loans as may be required under Section 2.6, in each case if and to the extent required by the agreements governing such Additional Unsecured Senior Debt and (viii) make a Special Dividend on the date the Senior Notes are issued; provided, that the Borrower shall make no Restricted Payments under clause (b)(i), clause (b)(iii) or clause (b)(iv) unless there shall exist no Default or Event of Default prior to or after giving effect to any such proposed Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except (i) the Borrower may declare that, so long as no Default or Event of Default shall have occurred and pay dividends with be continuing other than in respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make of Restricted Payments pursuant made under paragraphs (a) and (b), which shall not be subject to and in accordance with stock option plans the requirement that no Default be then continuing) at the time of any action described below or other benefit plans for management or employees of the Borrower and its Subsidiaries, would result therefrom: (iva) Borrower or any Restricted each Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) the Borrower or any Restricted Subsidiary Guarantors; (b) the Borrower and each Guarantor may declare and make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower dividend payments or any Restricted Subsidiary may make dividends other distributions payable solely in the common stock or distributions of other common Equity Interests of such Person so long as no Change of Control would result therefrom; (c) the Borrower and each Guarantor may purchase, redeem or options or rights to otherwise acquire common Equity Interests, and Interests issued by it with the proceeds received from the substantially concurrent issue of new Equity Interests so long as no Change of Control would result therefrom; (viid) Borrower may redeem Equity Interests acquired pursuant to the exercise of options by employees issued pursuant to an option plan approved by the board of directors or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) equivalent governing body of the Borrower in the ordinary course of business; provided that immediately no Default or Event of Default shall have occurred and be continuing before or after giving effect to any such Restricted Payments under this clause (vii), redemption and the aggregate amount of Restricted Payments made under pursuant to this clause Section 7.06(d) shall not exceed $1,000,000 in the aggregate over the term of this Agreement; (viie) the Borrower may purchase, redeem or otherwise retire Equity Interests; provided that, before or after giving effect to any such purchase, redemption or acquisition of Equity Interests, (i) no Default or Event of Default shall have occurred and be continuing, and (ii) after September 30giving pro forma effect to any such purchase or redemption, 2000 does not exceed the sum Consolidated Total Lease Adjusted Leverage Ratio is less than 4.00 to 1.00; and (f) the Borrower may purchase fractional shares of (A) $60,000,000 plus (B) 50% the Borrower’s common stock arising out of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, stock dividends, distributions and other proceeds received by Borrower splits or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentcombinations or business combinations.

Restricted Payments. (a) The Borrower will Company and Borrowers shall not, and ------------------- will shall not permit any of its and their Restricted Subsidiaries toto declare, declare order, pay, make or make, or agree to pay or make, directly or indirectly, set apart any sum for any Restricted Payment, except ; provided that Company and its Restricted Subsidiaries may (i) make Holdings Ordinary Course Payments, so long as Holdings applies the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in amount of any fiscal year, such Restricted Payment for such purpose; (ii) make Restricted Subsidiaries may declare Payments to Holdings for purchases of Common Stock of Holdings in connection with the administration of Holdings’ employee benefits program and pay dividends ratably with respect to their capital stock, repurchases of employee shares; (iii) make regularly scheduled payments of interest in respect of any Subordinated Indebtedness in accordance with the Borrower terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent not prohibited by Section 8.12(a); provided, in the case of Company’s intercompany notes to Holdings, such payments of interest shall be limited to non-cash payments on a basis consistent with past practices; (iv) make payments of intercompany indebtedness other than payments of Company’s intercompany Indebtedness to Holdings; (v) make Restricted Payments pursuant to Holdings to redeem, repay, repurchase or defease Existing Holdings Senior Notes; and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (ivvi) Borrower or any Restricted Subsidiary may otherwise make Restricted Payments in respect so long as (a) no Event of Employment Arrangements (including but not limited to purchase Default or Unmatured Event of Equity Interests in Borrower), (v) Borrower Default has occurred and is continuing or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, would result therefrom and (viib) Borrower or any Restricted Subsidiary may make other Restricted Payments (other the Total Leverage Ratio is not greater than cash dividends 4.00 to 1.00 on its common Stock) provided that a Pro Forma Basis for the most recent Test Period both immediately before and immediately after giving effect to such Restricted Payments under Payment. The provisions of this clause (vii), Section 8.5 shall not be breached by the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect payment of any Restricted Investment during Payments to Holdings for the applicable Calculation Periodpurposes of Holdings making a dividend payment under clause (iv) of Holdings Ordinary Course Payments definition within 60 days after the declaration of the dividend by Holdings, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used aboveif at such date of declaration, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date making of such Restricted Paymentpayment would not have been in violation of this Section.

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries (other than Financing Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) that the Borrower may declare and pay pay: (a) dividends with respect to its the capital stock of the Borrower to the extent payable in additional shares of the Borrower’s common stock; (b) dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in any taxable year of the Borrower in amounts not to exceed $10,000,000 the amount that is estimated in good faith by the aggregate in any fiscal Borrower to be required to (i) reduce to zero for such taxable year or for the previous taxable year, its investment company taxable income (within the meaning of section 852(b)(2) of the Code), and reduce to zero the tax imposed by section 852(b)(3) of the Code and (ii) Restricted Subsidiaries may declare avoid federal excise taxes for such taxable year imposed by section 4982 of the Code; (c) dividends and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and distributions in accordance with stock option plans each case in cash or other benefit plans property (excluding for management or employees this purpose the Borrower’s common stock) in addition to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on the date of such Restricted Payment and after giving effect thereto: (i) no Default shall have occurred and be continuing; provided that, if such Restricted Payment is a scheduled dividend of the Borrower and its SubsidiariesBorrower, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a then such Restricted Payment pursuant shall be deemed to a Put Arrangement, (vicomply with this Section 6.05(c)(i) Borrower so long as no Default or any Restricted Subsidiary may make dividends or distributions Event of common Equity Interests or options or rights to acquire common Equity Interests, Default shall have occurred and be continuing at the time of declaration and (viiA) Borrower such payment is made within seventy five (75) days after declaration thereof or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common StockB) provided that no Event of Default shall have occurred and be continuing at the time of payment or immediately after giving effect to such Restricted Payments under this clause thereto; and (vii), ii) the aggregate amount of Restricted Payments made during any taxable year of the Borrower after December 31, 2020 under this clause (viic) shall not exceed an amount equal to the difference of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) based upon the Borrower’s estimate of taxable income exceeded the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable year; provided that dividends declared in any taxable year but paid in the subsequent taxable year shall be deemed to be made in the taxable year such dividends were declared; (d) any delivery or payment (i) in connection with, or as part of, the termination or settlement of any Permitted Warrant, (ii) in connection with entering into a Permitted Convertible Note Hedge and (iii) in connection with the replacement of any existing Permitted Convertible Note Hedge with a substantially similar Permitted Convertible Note Hedge; and (e) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after September 30, 2000 giving effect thereto (x) the Covered Debt Amount does not exceed the sum of (A) $60,000,000 plus (B) 5090% of Borrower's consolidated quarterly net income the Borrowing Base and (if positivey) for each calendar quarter ended during no Default shall have occurred and be continuing and (ii) to the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during extent that the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day Covered Debt Amount would exceed 60% of the fiscal quarter ended immediately preceding Borrowing Base on the date of such Restricted Payment after giving effect thereto, on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of Portfolio Investments for which market quotations are readily available shall be the most recent quotation available for such Portfolio Investment and (B) the fair market value of Portfolio Investments for which market quotations are not readily available shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d); provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this subclause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment. Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries (other than Financing Subsidiaries) to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) that the Borrower may declare and pay pay: (a) dividends with respect to its the capital stock of the Borrower to the extent payable in additional shares of the Borrower’s common stock; (b) dividends and distributions in either case in cash or other property (excluding for this purpose the Borrower’s common stock) in any taxable year of the Borrower in amounts not to exceed $10,000,000 the amount that is estimated in good faith by the aggregate in any fiscal Borrower to be required to (i) reduce to zero for such taxable year or for the previous taxable year, its investment company taxable income (within the meaning of section 852(b)(2) of the Code), and reduce to zero the tax imposed by section 852(b)(3) of the Code and (ii) Restricted Subsidiaries may declare avoid federal excise taxes for such taxable year imposed by section 4982 of the Code; (c) dividends and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and distributions in accordance with stock option plans each case in cash or other benefit plans property (excluding for management or employees this purpose the Borrower’s common stock) in addition to the dividends and distributions permitted under the foregoing clauses (a) and (b), so long as on the date of such Restricted Payment and after giving effect thereto: (i) no Default shall have occurred and be continuing; provided that, if such Restricted Payment is a scheduled dividend of the Borrower and its SubsidiariesBorrower, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a then such Restricted Payment pursuant shall be deemed to a Put Arrangement, (vicomply with this Section 6.05(c)(i) Borrower so long as no Default or any Restricted Subsidiary may make dividends or distributions Event of common Equity Interests or options or rights to acquire common Equity Interests, Default shall have occurred and be continuing at the time of declaration and (viiA) Borrower such payment is made within seventy five (75) days after declaration thereof or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common StockB) provided that no Event of Default shall have occurred and be continuing at the time of payment or immediately after giving effect to such Restricted Payments under this clause thereto; and (vii), ii) the aggregate amount of Restricted Payments made during any taxable year of the Borrower after December 31, 2012 under this clause (viic) shall not exceed an amount equal to the difference of (x) an amount equal to 10% of the taxable income of the Borrower for such taxable year determined under section 852(b)(2) of the Code, but without regard to subparagraphs (A), (B) or (D) thereof, minus (y) the amount, if any, by which dividends and distributions made during such taxable year pursuant to the foregoing clause (b) based upon the Borrower’s estimate of taxable income exceeded the actual amounts specified in subclauses (i) and (ii) of such foregoing clause (b) for such taxable year; provided that dividends declared in any taxable year but paid in the subsequent taxable year shall be deemed to be made in the taxable year such dividends were declared; (d) any delivery or payment (i) in connection with, or as part of, the termination or settlement of any Permitted Warrant, (ii) in connection with entering into a Permitted Convertible Note Hedge and (iii) in connection with the replacement of any existing Permitted Convertible Note Hedge with a substantially similar Permitted Convertible Note Hedge; and (e) other Restricted Payments so long as (i) on the date of such other Restricted Payment and after September 30, 2000 giving effect thereto (x) the Covered Debt Amount does not exceed the sum of (A) $60,000,000 plus (B) 5090% of Borrower's consolidated quarterly net income the Borrowing Base and (if positivey) for each calendar quarter ended during no Default shall have occurred and be continuing and (ii) to the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during extent that the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day Covered Debt Amount would exceed 60% of the fiscal quarter ended immediately preceding Borrowing Base on the date of such Restricted Payment after giving effect thereto, on the date of such other Restricted Payment the Borrower delivers to the Administrative Agent and each Lender a Borrowing Base Certificate as at such date demonstrating compliance with subclause (x) after giving effect to such Restricted Payment. For purposes of preparing such Borrowing Base Certificate, (A) the fair market value of Portfolio Investments for which market quotations are readily available shall be the most recent quotation available for such Portfolio Investment and (B) the fair market value of Portfolio Investments for which market quotations are not readily available shall be the Value set forth in the Borrowing Base Certificate most recently delivered by the Borrower to the Administrative Agent and the Lenders pursuant to Section 5.01(d); provided that the Borrower shall reduce the Value of any Portfolio Investment referred to in this subclause (B) to the extent necessary to take into account any events of which the Borrower has knowledge that adversely affect the value of such Portfolio Investment. Nothing herein shall be deemed to prohibit the payment of Restricted Payments by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary Guarantor.

Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, declare, make or pay any Restricted Payments, other than (a) The Borrower will notpermitted Restricted Payments listed on Schedule 7.17, (b) payments and ------------------- will not permit any prepayments of its Restricted Subsidiaries todebt permitted by Section 7.01(ii)(j), declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (c) payments and prepayments of the Transaction Facilities (as in effect on the Amendment No. 8 Closing Date); provided that (i) any voluntary prepayment under the Borrower may declare Existing 2015 Term Loan Credit Agreement, any Note Purchase Agreement or, to the extent such prepayment results in a commitment reduction, this Agreement or the Existing Revolving Credit Agreement, shall be made together with voluntary prepayments of the other Transaction Facilities, on a pro rata basis by reference to the outstanding principal balances thereunder (and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in Commitments shall be reduced by the amount of any fiscal year, such voluntary prepayment made under this Agreement) and (ii) Restricted the Company and its Subsidiaries may declare shall not pay any make-whole amount to the Noteholders in connection with any prepayment of the NPA Notes upon the consummation of the Technology Disposition except in accordance with Section 6.19(b), and pay (d) payments of dividends by any Subsidiary to Loan Parties ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)held by such Loan Parties. Notwithstanding the foregoing, (v) Borrower neither the Company nor its Subsidiaries shall make any share repurchases; provided that for the avoidance of doubt any share repurchases or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving required to pay withholding tax liabilities of employees pursuant to the Company’s “Chicago Bridge & Iron 2008 Long-Term Incentive Plan, as Amended” in effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentAmendment No. 8 Closing Date shall be expressly permitted.

Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, declare, make or pay any Restricted Payments, other than (a) The Borrower will notpermitted Restricted Payments listed on Schedule 7.17, (b) payments and ------------------- will not permit any prepayments of its Restricted Subsidiaries todebt permitted by Section 7.01(ii)(j), declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (c) payments and prepayments of the Transaction Facilities (as in effect on the Amendment No. 5 Closing Date); provided that (i) any voluntary prepayment under this Agreement, any Note Purchase Agreement or, to the Borrower may declare extent such prepayment results in a commitment reduction, the Existing 2013 Revolving Credit Agreement or the Existing 2015 Revolving Credit Agreement, shall be made together with voluntary prepayments of the other Transaction Facilities, on a pro rata basis by reference to the outstanding principal balances thereunder and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted provided that the Company and its Subsidiaries may declare shall not pay any make whole amount to the Noteholders in connection with any prepayment of the NPA Notes upon the consummation of the Technology Disposition except in accordance with Section 6.19(b), and pay (d) payments of dividends by any Subsidiary to Loan Parties ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)held by such Loan Parties. Notwithstanding the foregoing, (v) Borrower neither the Company nor its Subsidiaries shall make any share repurchases; provided that for the avoidance of doubt any share repurchases or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving required to pay withholding tax liabilities of employees pursuant to the Company’s “Chicago Bridge & Iron 2008 Long-Term Incentive Plan, as Amended” in effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentAmendment No. 5 Closing Date shall be expressly permitted.

Restricted Payments. (a) The Borrower Each Credit Party will not, and ------------------- will not permit any of its Restricted Subsidiaries toSubsidiaries, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except or make any deposit for any Restricted Payment, other than: (ia) the Borrower may declare and Restricted Payments by any Subsidiary of a Credit Party to its direct or indirect parent, so long as such direct or indirect parent is a Credit Party; (b) Restricted Payments by any Credit Party or any of its Subsidiaries to pay dividends with respect to its capital stock not to exceed $10,000,000 Capital Stock payable solely in the aggregate in any fiscal year, additional shares of such Capital Stock (iiother than Disqualified Capital Stock); (c) Restricted Subsidiaries may declare and pay dividends ratably with respect Payments by any Immaterial Subsidiary to their capital stock, another Immaterial Subsidiary; (iiid) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans plans, in each case to the extent permitted hereunder, for management or employees of the Borrower and any Credit Party or any of its Subsidiaries; provided, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (viid) after September 30, 2000 does not exceed $2,500,000 in any calendar year; (e) Permitted Subordinated Debt Payments so long as the sum Payment Conditions are satisfied; and (f) Restricted Payments of (A) $60,000,000 plus (B) cash actually paid in an aggregate amount not to exceed 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect Consolidated EBITDA as of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the most recently ended period of four fiscal quarter ended immediately preceding quarters; provided, that, no Restricted Payment otherwise permitted under this Section 9.06 shall be permitted unless such Restricted Payment is made entirely with cash (except for Restricted Payments under clause (b)); and provided, further, that no Restricted Payment otherwise permitted under clause (d) or (f) shall be permitted to be made if, at the time of making any such Restricted Payment, any Event of Default or Material Default has occurred and is continuing or would result therefrom; provided, however, Parent may pay any dividend permitted under clause (f) within 30 days after the date of declaration thereof, if at the date of declaration such Restricted Paymentpayment would have complied with the provisions of this Agreement (including the other provisions of this Section 9.06) so long as the aggregate amount of such dividend does not exceed 12.50% of Consolidated EBITDA as of the last day of the most recently ended period of four fiscal quarters.

Restricted Payments. The Company shall not, nor shall it permit any Subsidiary to, declare, make or pay any Restricted Payments other than (a) The Borrower will notpermitted Restricted Payments listed on Schedule 7.17, (b) payments and ------------------- will not permit any prepayments of its Restricted Subsidiaries todebt permitted by Section 7.01(ii)(j), declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (c) payments and prepayments of the Transaction Facilities (as in effect on the Amendment No. 5 Closing Date); provided that (i) any voluntary prepayment under the Borrower may declare Existing 2015 Term Loan Credit Agreement, any Note Purchase Agreement or, to the extent such prepayment results in a commitment reduction, this Agreement or the Existing Revolving Credit Agreement, shall be made together with voluntary prepayments of the other Transaction Facilities on a pro rata basis by reference to the outstanding principal balances thereunder (and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in Commitments shall be reduced by the amount of any fiscal year, such voluntary prepayment made under this Agreement) and (ii) Restricted provided that the Company and its Subsidiaries may declare shall not pay any make whole amount to the Noteholders in connection with any prepayment of the NPA Notes upon the consummation of the Technology Disposition except in accordance with Section 6.19(b), and pay (d) payments of dividends by any Subsidiary to Loan Parties ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)held by such Loan Parties. Notwithstanding the foregoing, (v) Borrower neither the Company nor its Subsidiaries shall make any share repurchases; provided that for the avoidance of doubt any share repurchases or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving required to pay withholding tax liabilities of employees pursuant to the Company’s “Chicago Bridge & Iron 2008 Long-Term Incentive Plan, as Amended” in effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentAmendment No. 5 Closing Date shall be expressly permitted.

Restricted Payments. The Borrowers will not make any Restricted Payment at any time, provided that, so long as at the time thereof, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrowersuch period), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (vi) Borrower or any notification of the amount and proposed payment date of such Restricted Subsidiary Payment and (ii) a statement of a Senior Officer (and, in the event such period is a full fiscal year, the Borrower’s independent certified public accountants) setting forth a detailed calculation of the Tax Payment Amount for such period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to this Section 8.09(a) in respect of such period; (b) the Borrowers may make a Restricted Payment pursuant payments in cash in respect of Management Fees to a Put Arrangement, the extent permitted under Section 8.11; (vic) Borrower or any Restricted Subsidiary the Borrowers may make dividends or distributions payments in cash in respect of common Equity Interests or options or rights to acquire common Equity Interests, and the interest on Affiliate Subordinated Indebtedness; (viid) Borrower or any Restricted Subsidiary the Borrowers may make other Restricted Payments payments in cash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (other than cash dividends on its common Stocksuch payment and issuance being collectively called “Permitted Transactions”), so long as: (i) provided that immediately in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02, without the occurrence of any Event of Default; (ii) after giving effect to such Restricted Payments under this clause any Permitted Transaction during any fiscal quarter (vii)the “current fiscal quarter”) and to the making of any Capital Expenditures during the current fiscal quarter, the aggregate amount of Restricted Payments made under this clause Borrowers would (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including at the last day of the most recent fiscal quarter ended immediately preceding prior to the date current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10, the determination of such Restricted Payment.compliance to be determined as if

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries Consolidated Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) any wholly-owned Consolidated Subsidiary may distribute any cash, property or assets to the Borrower may declare and pay dividends with respect to or any other Consolidated Subsidiary that is its capital stock not to exceed $10,000,000 in the aggregate in direct or indirect parent; (b) any fiscal year, (ii) Restricted Subsidiaries Consolidated Subsidiary may declare and pay dividends ratably with respect to their capital stock, its Equity Interests; (iiic) the Borrower may make Restricted Payments pursuant in cash in an aggregate amount not to exceed $220,000,000 during any fiscal year; provided that, at the time of declaration (in the case of a dividend) or payment (in all other cases) and in accordance with stock option plans or other benefit plans for management or employees after giving effect thereto, (i) no Event of Default has occurred and is continuing and (ii) the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments would be in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately compliance with Section 5.07 after giving effect to such Restricted Payments under this clause Payment and any Indebtedness being incurred in connection therewith; and (vii)d) the Borrower may make any additional Restricted Payment in cash; provided that (i) the amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made under this by the Borrower after the Restatement Effective Date (including those made pursuant to clause (viib) after September 30above and the amount of investments made pursuant to subclause (b)(ii) of Section 5.17), 2000 does not exceed the sum sum, without duplication, of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) Consolidated Net Income for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day beginning of the first fiscal quarter ending after the Restatement Effective Date to the end of the Borrower’s most recently ended immediately preceding fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus (B) 100% of the aggregate net cash proceeds received by the Borrower, during the period from the Restatement Effective Date to the date of such Restricted Payment, from the issuance by the Borrower of additional Equity Interests (other than Disqualified Equity Interests or Equity Interests issued to a Subsidiary or to an employee stock ownership plan or trust), and (ii) at the time of declaration (in the case of a dividend) or payment (in all other cases) and after giving effect thereto, (i) no Event of Default has occurred and is continuing and (ii) the Borrower would be in compliance with Section 5.07 after giving effect to such Restricted Payment and any Indebtedness being incurred in connection therewith. Notwithstanding the foregoing, this Section shall not apply at any time that (i) if both rating agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa2 and BBB or better or (ii) if only one rating agency shall then have a Credit Rating in effect, such Credit Rating is Baa2 or BBB, as applicable, or better.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except or incur any obligation (contingent or otherwise) to do so, unless, at the time of and after giving effect to such Restricted Payment, (i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment, (ii) the Borrower would, on a Pro Forma Basis, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 8.02(a) and (iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Holdings or the Borrower and its Subsidiaries after the date hereof pursuant to this paragraph is less than the Available Amount as of the date of such proposed Restricted Payment. The limitations of this Section 8.05 shall not prohibit: (a) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or may declare and pay dividends make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with respect the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to its capital stock management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $10,000,000 in the aggregate 2,500,000 in any fiscal year (excluding any net repurchases or payments over issuances of such Equity Interests in such fiscal year to such employees) (the “Distribution Amount”); provided, that the amount of permitted distributions pursuant to this Section 8.05(a) shall be increased by (A) the unused Distribution Amount for the immediately preceding fiscal year less (B) an amount equal to the unused Distribution Amount carried forward to such preceding fiscal year; (b) the redemption, retirement or defeasance of any Indebtedness of Holdings or its Subsidiaries with the Net Cash Proceeds from an incurrence of Permitted Refinancing Indebtedness; (c) the payment of any dividend by a Subsidiary of the Borrower to the holders of its Equity Interests on a pro forma basis; (d) dividends or distributions by the Borrower to Holdings (i) in an amount not to exceed $2,000,000 in any fiscal year to the extent necessary to promptly pay operating and corporate overhead costs and expenses incurred by Holdings in the ordinary course of business (including outside directors and professional fees, expenses and indemnities), (ii) Restricted in an amount necessary to pay the tax liabilities of Holdings (excluding any taxes imposed on or measured by Holdings’ overall net income and excluding for the avoidance of doubt, any tax liabilities of any Person holding any Equity Interest in Holdings) directly attributable to (or arising as a result of) the operations of Holdings, the Borrower and the Subsidiaries may declare (provided that any refunds thereof received by Holdings are promptly returned to the Borrower) and pay dividends ratably with respect to their capital stock, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, at the times due and in an amount necessary to make payments to the Permitted Holders to the extent permitted by Section 8.07(e); (e) dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Holdings or the Borrower; and (f) if and for so long as the Borrower may make Restricted Payments pursuant is a member and is not the parent of a group filing a consolidated, combined or unitary tax return, payments to the parent in amounts required for such parent to pay Federal, state and in accordance with stock option plans or other benefit plans for management or employees local income taxes, to the extent such income taxes are attributable to the income of the Borrower and its Subsidiaries; provided, (iv) that the amount of such payments in any fiscal year do not exceed the amount that the Borrower or any Restricted Subsidiary may make Restricted Payments and its consolidated Subsidiaries would be required to pay in respect of Employment Arrangements (including but not limited Federal, state and local taxes for such fiscal year were the Borrower to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to pay such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated taxes as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentstand-alone taxpayer.

Restricted Payments. (a) The Each Borrower will shall not, and ------------------- will not nor shall it permit any of its Restricted Subsidiaries that are Guarantors to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except the following (iin each case subject to compliance with the requirements of Section 5.10): (a) the Borrower Subsidiaries that are Guarantors may declare and pay dividends to any Borrower and any other wholly-owned Subsidiary of any Borrower that is a Guarantor; (b) TxEx may make Restricted Payments with respect to its capital stock Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Equity Interests); (c) So long as no Default or Event of Default exists or would result therefrom, any Borrower and its Subsidiaries may make Permitted Tax Distributions; (d) Borrowers may make Restricted Payments to redeem, repurchase or cancel the Equity Interests of any former officer, director or employee in an aggregate amount not to exceed $10,000,000 in the aggregate in any 100,000 per fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans so long as no Event of Default exists or other benefit plans for management or employees would occur as a result of the Borrower making thereof; and (e) Retailco and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary NuDevco may make Restricted Payments in respect of Employment Arrangements cash to TxEx (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary and TxEx may make a such Restricted Payment pursuant in cash to a Put Arrangement▇▇▇▇▇▇▇) (x) prior to the date of the second Credit Extension, (vi) Borrower so long as no Default or any Restricted Subsidiary may make dividends Event of Default has occurred and is continuing or distributions of common Equity Interests or options or rights to acquire common Equity Interests, would result therefrom and (viiy) Borrower after the date of the second Credit Extension, so long as (i) no Default or any Event of Default has occurred and is continuing or would result therefrom and (ii) the Administrative Agent receives satisfactory evidence no later than five (5) Business Days prior to the date that such Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided Payment is to be made that immediately after giving pro forma effect to thereto as if such Restricted Payments under this clause (vii), the aggregate amount Payment had been made as of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the most recently ended fiscal quarter ended immediately preceding for which financial statements have been delivered as required by Section 6.1(a) or Section 6.1(b), Borrowers would be in compliance with the date Financial Covenant as of the end of such Restricted Paymentfiscal quarter.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any None of its Restricted Subsidiaries to, the Borrowers or Subsidiary Guarantors shall declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Subsidiary Guarantor may make Restricted Payments pursuant to a Borrower or another Subsidiary Guarantor (and, in the case of a Restricted Payment by a non-wholly owned Subsidiary Guarantor, to any Borrower and in accordance with stock option plans or any other benefit plans for management or employees Subsidiary Guarantor and to each other owner of Equity Interests of such Subsidiary Guarantor based on their relative ownership interests of the Borrower relevant class of Equity Interests); (b) the Borrowers and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary Guarantors may declare and make Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests not otherwise permitted by Section 7.03) of such Person; (c) Restricted Payments in an amount not to exceed the amount of Cash Flow Available for Distribution determined on the date of such Restricted Payment to the extent Not Otherwise Applied; provided the Restricted Payment Conditions are satisfied at the time such Restricted Payments are made; provided further that there shall not be any Restricted Payment of any Target Shares made pursuant to this Section 7.06(c); (d) Restricted Payments that are made in (i) an amount equal to the amount of Excluded Contributions previously received and the Borrower Representative elects to apply under this clause (d) or (ii) without duplication with the preceding clause (i), an amount equal to the proceeds distributed by the Acquired Business to any Borrower or Subsidiary Guarantor from a Disposition in respect of Employment Arrangements property or assets acquired by the Acquired Business after the Closing Date by means of an Excluded Contribution, in each case, to the extent Not Otherwise Applied; provided that there shall not be any Restricted Payment of any Target Shares made pursuant to this Section 7.06(d); (including but not limited e) to purchase the extent constituting Restricted Payments, the Borrowers and the Subsidiary Guarantors may enter into and consummate transactions expressly permitted by any provision of Sections 7.02 (other than Sections 7.02(c) and (j)), 7.04 or 7.07 (other than Sections 7.07(d) or 7.07(i)); (f) repurchases of Equity Interests in Borrower)any Borrower (or any Parent Company thereof) or Subsidiary Guarantor, (v) with respect to which no cash or other consideration is paid by such Borrower or Subsidiary Guarantor, deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (g) the Borrowers and Subsidiary Guarantors may pay (or make Restricted Payments to allow any Restricted Subsidiary may make a Restricted Payment other Parent Company thereof to pay) for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of any Borrower (or of any Parent Company thereof) from any future, present or former employee, officer, director, manager or consultant of such Borrower (or any Parent Company of such Borrower) or any of its Subsidiaries upon the death, disability, retirement or termination of employment of any such Person or pursuant to a Put Arrangementany employee or director equity plan, (vi) Borrower employee, manager or director stock option plan or any Restricted Subsidiary may make dividends other employee or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower director benefit plan or any Restricted Subsidiary may make other Restricted Payments agreement (other than cash dividends on including any stock subscription or shareholder agreement) with any employee, manager, director, officer or consultant of a Borrower (or any Parent Company thereof) or any of its common Stock) Subsidiaries; provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under pursuant to this clause (viig) after September 30, 2000 does shall not exceed $15,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years); provided, further, that such amount in any calendar year may be increased by an amount not to exceed: (i) to the sum extent contributed to any Borrower, the net cash proceeds from the sale of Equity Interests (other than Disqualified Equity Interests or Designated Equity Contributions) of any of such Borrower’s Parent Company, in each case to members of management, managers, directors or consultants of such Borrower, any of its Subsidiaries or any of its Parent Company that occurs after the Closing Date, to the extent net cash proceeds from the sale of such Equity Interests have been Not Otherwise Applied; plus (ii) the net cash proceeds of key man life insurance policies received by any Borrower or Subsidiary Guarantor; less (iii) the amount of any Restricted Payments previously made with the cash proceeds described in clause (i) and (ii) of this Section 7.06(g); (h) Restricted Payments in an aggregate amount not to exceed, when combined with prepayment of Indebtedness pursuant to Section 7.10(a)(iii), $10,000,000; (i) any Borrower may make Restricted Payments to any Parent Company of such Borrower: (i) to pay its operating costs and expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business and attributable to the ownership or operations of the Borrowers, the Subsidiary Guarantors and the Acquired Business and Transaction Expenses and any reasonable and customary indemnification claims made by directors, managers or officers of such parent attributable to the ownership or operations of the Borrowers, the Subsidiary Guarantors and the Acquired Business; (ii) the proceeds of which shall be used by such parent to pay franchise, excise and similar Taxes, and other fees and expenses, required to maintain its (or any of its Parent Companies’) corporate or other legal existence; (iii) with respect to any taxable period or portion thereof during which a Borrower is a passthrough entity (including a partnership or disregarded entity) for U.S. federal income tax purposes, payments or distributions by any Borrower to any member or partner of such Borrower on or prior to each estimated tax payment date as well as each other applicable due date, in an aggregate amount such that each member or partner (or its direct or indirect members or partners, if applicable) of a Borrower receives, in the aggregate for such period, payments or distributions not to exceed such member or partner’s U.S. federal, state, and/or local income taxes (as applicable) attributable to its direct or indirect ownership of such Borrower and its Subsidiaries with respect to such taxable period (assuming that such member or partner is subject to tax at the highest combined marginal U.S. federal, state, and local income tax rates (including any tax rate imposed on “net investment income” by Section 1411 of the Code) applicable to an individual or, if higher, a corporation, resident in New York City (for the avoidance of doubt, regardless of the actual rate applicable to such member or partner), determined by (A) $60,000,000 plus taking into account (1) the alternative minimum tax, (2) any U.S. federal, state, and/or local (as applicable) loss carryforwards of such member or partner available from losses of such member or partner attributable to its direct or indirect ownership of such Borrower and its Subsidiaries for prior taxable periods to the extent such loss is of a character that would allow such loss to be available to reduce taxes in the current taxable period (taking into account any limitations on the utilization of such loss to reduce such taxes and to the extent such loss had not already been utilized), (3) the character (e.g., long-term or short-term capital gain or ordinary or exempt) of the applicable income, and (4) any adjustment to such member’s or partner’s taxable income attributable to its direct or indirect ownership of such Borrower and its Subsidiaries as a result of any tax examination, audit, or adjustment with respect to any period or portion thereof, and (B) 50% not taking into account (1) the application of Borrower's consolidated quarterly net Section 199A of the Code, and (2) the deductibility of state and local income taxes for U.S. federal income tax purposes) (any such payments or distributions permitted under clause (ii), above, or this clause (iii), a “Permitted Tax Distribution”); (iv) to finance any Investment that would be permitted to be made pursuant to Section 7.02 if positivesuch parent were subject to such section; provided that (A) for each calendar quarter ended during such Restricted Payment shall be made substantially concurrently with the applicable Calculation Periodclosing of such Investment and (B) such parent shall, plus immediately following the closing thereof, cause (C1) all interest and principal paymentsproperty acquired (whether assets or Equity Interests) to be contributed to the Borrowers or the Subsidiary Guarantors or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrowers or the Subsidiary Guarantors in order to consummate such Investment (it being understood that such contribution or merger shall not build any other basket hereunder); (v) the proceeds of which shall be used to pay customary salary, dividends, distributions bonus and other proceeds received by Borrower benefits payable to officers and employees of the Borrowers or any Restricted Parent Company of the Borrowers to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrowers, the Subsidiary in respect Guarantors and the Acquired Business; and (vi) the proceeds of which shall be used by any Parent Company of any Restricted Investment during Borrower to pay fees and expenses (other than to Affiliates) related to any unsuccessful equity or debt offering by such parent (or any Parent Company thereof) that is directly attributable to the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used aboveoperations of the Borrowers, the applicable "Calculation Period" Subsidiary Guarantors and the Acquired Business; and (j) the Borrowers or the Subsidiary Guarantors may (a) pay cash in lieu of fractional Equity Interests in connection with respect to any dividend, split or combination thereof or any Investment permitted under Section 7.02 and (b) honor any conversion request by a Restricted Payment means the period (taken as one accounting period) from holder of convertible Indebtedness and after June 30, 2000 to make cash payments in lieu of fractional shares in connection with any such conversion and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentmay make payments on convertible Indebtedness in accordance with its terms.

Restricted Payments. The Borrowers will not make any Restricted Payment at any time, provided that, so long as at the time thereof, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrowersuch period), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (vi) Borrower or any notification of the amount and proposed payment date of such Restricted Subsidiary Payment and (ii) a statement of a Senior Officer (and, in the event such period is a full fiscal year, the Borrower’s independent certified public accountants) setting forth a detailed calculation of the Tax Payment Amount for such period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to this Section 8.09(a) in respect of such period; (b) the Borrowers may make a Restricted Payment pursuant payments in cash in respect of Management Fees to a Put Arrangement, the extent permitted under Section 8.11 hereof; (vic) Borrower or any Restricted Subsidiary the Borrowers may make dividends payments in cash in respect of the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and Cure Monies; and (viid) Borrower or any Restricted Subsidiary the Borrowers may make other Restricted Payments payments in cash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (other than cash dividends on its common Stocksuch payment and issuance being collectively called “Permitted Transactions”), so long as (i) provided that immediately in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02 hereof, without the occurrence of any Event of Default (and, for purposes hereof, unless the Borrowers indicate otherwise at the time of any such payment, such payment or distribution shall be deemed to be made first from Cure Monies and second from Supplemental Capital); (ii) after giving effect to such Restricted Payments under this clause any Permitted Transaction during any fiscal quarter (vii)the “current fiscal quarter”) and to the making of any Capital Expenditures pursuant to Section 8.12(b) hereof during the current fiscal quarter, the aggregate amount of Restricted Payments made under this clause Borrowers would (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including at the last day of the most recent fiscal quarter ended immediately preceding prior to the date current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10 hereof, the determination of such Restricted Payment.compliance to be determined as if

Restricted Payments. (a) The Borrower will notNo Credit Party shall, and ------------------- will not nor shall it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ia) each Subsidiary of the Borrower may make Restricted Payments to any Person that owns Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (b) the Borrower may declare and pay make dividend payments or other distributions payable solely in common Equity Interests of such Person; (c) redemptions or repurchases of Equity Interests in the Borrower from employees and former employees; provided that (x) the aggregate amount of all such redemptions or repurchases made pursuant to this clause (c) in any Fiscal Year shall not exceed $2,000,000 and (y) after giving effect to any such redemption or repurchase on a Pro Forma Basis, no Default or Event of Default shall exist; (d) Restricted Payments consisting of announced dividends with that satisfied the conditions of any other clause of this Section 8.4 at the time of announcement thereof; (e) so long as no Default or Event of Default exists or would result therefrom, the making by the Borrower of quarterly dividend payments in respect to its capital of common stock of the Borrower in an aggregate amount not to exceed $10,000,000 in any Fiscal Year; (f) Restricted Payments consisting of dividends paid by Zephyr Acquisition Company to Heritage Property & Casualty Insurance Company as a holder of preferred Equity Interests pursuant to the aggregate in any fiscal yearterms of a consent order issued by an applicable Insurance Regulatory Authority; and (g) other Restricted Payments, so long as: (i) no Default or Event of Default exists or would result therefrom; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make on a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately Pro Forma Basis after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment, the Consolidated Leverage Ratio is at least 0.25:1.00 (a “quarter turn”) less than the Consolidated Leverage Ratio required for the period of four (4) Fiscal Quarters most recently ended; and (iii) after giving effect to any such Restricted Payment, there remains at least Twenty-Five Million Dollars ($25,000,000) of Liquidity.

Restricted Payments. No Loan Party shall make payments which are Restricted Payments, except that: (a) The Loan Parties may make payments and other distributions as expressly permitted under Section 5.01(a)(v), Section 5.01(a)(vi) and Article III of the Depositary Agreement; provided that, solely with respect to any Restricted Payment to be made on the Term Conversion Date pursuant to the first proviso of Section 3.10(b) of the Depositary Agreement and Sections 3.8(c)(i) and 3.9(b)(iv) of the Depositary Agreement, no Revolving Loans are outstanding as of the date of such Restricted Payment before and after giving effect to such Restricted Payment. (b) The Borrower will notmay distribute to Holdings (for further distribution to the Sponsor or its designee) any Bolt Distributions regardless of whether any Distribution Conditions are then satisfied, and ------------------- will not permit any so long as, (i) prior to the Term Conversion Date, at least five Business Days prior to the date of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any such Restricted Payment, except the Borrower shall have provided the Administrative Agent and the Independent Engineer with a certificate, dated the date of delivery of such certificate, certifying that the Project is reasonably expected to achieve the Commercial Operation Date by the Date Certain, that the Borrower is reasonably expected to achieve Term Conversion by the Term Conversion Date Certain and that the Loan Parties have sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts, and remaining availability under the Construction Facility) to achieve Term Conversion and (ii) as of the date of such Restricted Payment, no Default under Section 7.01(b) or Section 7.01(c)(i) has occurred and is continuing, and no Event of Default has occurred and is continuing. (c) [Reserved]. (d) Restricted Payments may be made with the proceeds of amounts on deposit in or credited to any Excluded Commodity Account, in an aggregate amount not to exceed at any time (i) the Borrower may declare and pay dividends with respect amount of Equity Commodity Contributions made prior to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, such time less (ii) any amounts that have been previously transferred as a Restricted Subsidiaries Payment pursuant to this clause (d). (e) Any Loan Party may declare and pay dividends ratably make Restricted Payments to any other Loan Party. (f) Any Loan Party may make payments to any Affiliate of the Loan Parties under the Management Services Agreement (including the Management Fee), any Permitted O&M Agreement, any Permitted Energy Management Agreement or any other Project Contract entered into in accordance with respect to their capital stockthis Agreement. (g) On or after the first Quarterly Payment Date following the Term Conversion Date, (iii) so long as the Distribution Conditions are satisfied as of the date of any such Restricted Payment, the Borrower may make Restricted Payments pursuant to and Sponsor, Holdings or its designee with amounts on deposit in, or credited to, the Distribution Suspense Account in accordance with stock option plans or other benefit plans Section 3.10 of the Depositary Agreement. (h) Prior to the Term Conversion Date and so long as no Event of Default has occurred and is continuing, the Borrower may make the following withdrawals and transfers from the Construction Account: (i) for management or employees Permitted Tax Distributions and (ii) for general and administrative costs of the Project and the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Intereststhe Guarantors directly incurred by Holdings and Sponsor, and (vii) Borrower or other corporate overhead expenses in an aggregate amount not to exceed $100,000 in any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) fiscal year of the Borrower, provided that immediately after giving effect in each case Borrower has certified that the Loan Parties have sufficient funds (taking into account amounts on deposit in the Construction Account and the Local Accounts and remaining availability under the Construction Facility) to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentachieve Term Conversion.

Restricted Payments. (a) The Borrower will notnot make any Restricted ------------------- Payment at any time, provided that, so long as at the time thereof, and ------------------- will not permit any after -------- giving effect thereto, no Default or Event of its Restricted Subsidiaries toDefault shall have occurred and be continuing, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect make the following Restricted Payments (subject, in each case, to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, applicable conditions set forth below): (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiia) the Borrower may make Restricted Payments pursuant to and its members on or after April 12 of each fiscal year (the "current year") in accordance with stock option plans or other benefit plans an amount equal to the Tax ------------ Payment Amount for management or employees the immediately preceding fiscal year (the "prior ----- year"), so long as at least fifteen days prior to making any such ---- Restricted Payment, the Borrower shall have delivered to each Lender (i) notification of the amount and proposed payment date of such Restricted Payment and (ii) a statement from the Borrower's independent certified public accountants setting forth a detailed calculation of the Tax Payment Amount for the prior year and showing the amount of such Restricted Payment and all prior Restricted Payments; (b) the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments payments in respect of Employment Arrangements Management Fees to the extent permitted under Section 8.11 hereof; Credit Agreement ---------------- (including c) the Borrower may make payments in respect of the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies; (d) the Borrower may make payments in respect of Preferred Membership Interests in an aggregate amount up to but not limited exceeding (prior to purchase the issuance of Equity the Senior Notes by Mediacom) the amount of interest payable by Mediacom on the Mediacom Notes and (following the issuance of Senior Notes by Mediacom) the amount of interest payable by Mediacom on Senior Notes having a principal amount equal to the amount of capital contributions made by Mediacom in consideration for the issuance of such Preferred Membership Interests, provided that such payments shall not include any payment in -------- respect of, or the setting apart of money for a sinking or other analogous fund for, the purchase, redemption, retirement or other acquisition by the Borrower of, such Preferred Membership Interests in Borrower), (v) Borrower or any Restricted Subsidiary rights related thereto; and (e) the Borrower may make a Restricted Payment pursuant payments in respect of the principal of Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies or to a Put Arrangementredeem, (vi) Borrower retire or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to otherwise acquire common Equity Preferred Membership Interests, so long as (i) in the case of any such payment in respect of the principal of Affiliate Subordinated Indebtedness constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrower shall have utilized its cure rights under Section 9.02 hereof, without the occurrence of any Event of Default (and, for purposes hereof, unless the Borrower indicates otherwise at the time of any such payment, such payment shall be deemed to be made first from Cure Monies and second from Supplemental Capital); (viiii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause payment during any fiscal quarter (viithe "current fiscal quarter"), and to the aggregate amount making of Restricted Payments made under this clause (viiany ---------------------- Capital Expenditures pursuant to Section 8.12(b) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended hereof during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used abovecurrent fiscal quarter, the applicable "Calculation Period" with respect to a Restricted Payment means the period Borrower would (taken as one accounting period) from and after June 30, 2000 to and including at the last day of the most recent fiscal quarter ended immediately preceding prior to the current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10 hereof and the Total Leverage Ratio calculated on a pro forma basis is at the time less than 5.50 to 1 (or, if lower, the applicable requirement at the time under Section 8.10(a) hereof), the determination of such compliance and such Total Leverage Ratio to be determined as if (x) for purposes of calculating the Total Leverage Ratio, the amount of such payment, together with the amount of any such Capital Expenditures, were added to Indebtedness, and (y) for purposes of calculating the Interest Coverage Ratio and Pro Forma Debt Service Coverage Ratio, the amount of such payment (and any Cure Monies received during the period for which the Interest Coverage Ratio or Pro Forma Debt Service Coverage Credit Agreement ---------------- Ratio is calculated), together with the amount of any such Capital Expenditures, represented additional principal of the Loans outstanding hereunder at all times during the respective fiscal quarter for which such Ratios are calculated and the amount of interest that would have been payable hereunder during such fiscal quarter were recalculated to take into account such additional principal or the amount of such payment in respect of the redemption, retirement or other acquisition by the Borrower of Preferred Membership Interests; and (iii) at least three Business Days prior to the date of any such Restricted Paymentpayment, the Borrower shall have delivered to the Lenders a certificate of a Senior Officer setting forth calculations, in form and detail satisfactory to the Majority Lenders, demonstrating compliance with the requirements of this paragraph (e) after giving effect to such payment. Nothing herein shall be deemed to prohibit the payment of dividends by any Subsidiary of the Borrower to such Borrower or to any other Subsidiary of the Borrower.

Restricted Payments. (a) The Borrower will notNo Credit Party shall, and ------------------- will not or shall permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except except: (ia) any Subsidiary may make Restricted Payments to any Borrower or any Wholly Owned Subsidiary Guarantor; (b) any Subsidiary may make Restricted Payments pro rata to the Borrower may declare and pay dividends with respect holders of the Stock of such Subsidiaries entitled to its capital stock not to exceed $10,000,000 in receive the aggregate in same; (c) any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments in connection with the share repurchases required by the director and employee compensation programs as described on Schedule (7.14) so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) the aggregate amount of Restricted Payments paid pursuant to and this Section 7.14(c) does not exceed $5,000,000 in accordance with stock option plans or other benefit plans for management or employees any Fiscal Year; (d) cash payments by Visteon in lieu of the Borrower and its Subsidiaries, issuance of fractional shares upon the exercise of options in the ordinary course of business; (ive) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments so long as (other than cash dividends on its common Stocki) provided that immediately no Default or Event of Default has occurred and is continuing or would result therefrom after giving Pro Forma Effect to such Restricted Payment and (ii) Excess Availability is at least $100,000,000 after giving effect to such Restricted Payments under this clause Payment; (vii), the aggregate amount of f) Restricted Payments made under this clause used by Halla and its Subsidiaries to redeem or repurchase (viiincluding, without limitation, for cash) after September 30Stock from Halla’s existing equity-holders so long as (i) Visteon and its Restricted Subsidiaries, 2000 does taken as a whole, continue to own not exceed the sum of (A) $60,000,000 plus (B) 50less than 51% of Borrower's consolidated quarterly net income the Stock of Halla and continue to control the same ratio (if positiveor better) for each calendar quarter ended during of board seats of Halla after any such transaction as Visteon and its Restricted Subsidiaries do on the applicable Calculation Period, plus Closing Date and (Cii) all interest such redemptions or repurchases are made in accordance with Section 7.4; and (g) Borrowers and principal payments, dividends, distributions and other proceeds received by Borrower or any their Restricted Subsidiary Subsidiaries shall be permitted to make Restricted Payments in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" accordance with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentSection 2.3(f).

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay for or make, directly or indirectly, any Restricted Payment, except except: (ia) the Borrower may declare and pay dividends and other distributions with respect to its capital stock Equity Interests payable solely in perpetual common Equity Interests; (i) any Subsidiary may declare and make Restricted Payments to the Borrower or any Subsidiary Guarantor, and (ii) any Excluded Subsidiary may declare and pay Restricted Payments to the Borrower or any Subsidiary; (c) any Subsidiary that is not a wholly-owned Subsidiary may declare and pay cash dividends to exceed $10,000,000 its equity holders generally so long as the Borrower (or a Subsidiary thereof which owns the equity interests in the aggregate Subsidiary paying such dividend) receives at least its proportional share thereof (based upon its relative holding of the equity interests in the Subsidiary paying such dividend and taking into account the relative preferences, if any, of the various classes of Equity Interests issued by such Subsidiary); (d) the Borrower or any Subsidiary may declare and pay Restricted Payments to the Parent in cash, provided that (i) the Parent shall use the proceeds of each such Restricted Payment to pay a regularly scheduled cash payment of interest on the New Notes, the Senior Notes or the Replacement Debt, (ii) no such Restricted Payment shall be made before the date that is 30 days prior to the due date (without giving effect to any grace period) of such regularly scheduled cash interest payment, (iii) no such Restricted Payment shall, when aggregated with all other Restricted Payments made pursuant to this Section 7.8(d) with respect to any such regularly scheduled cash interest payment, exceed the amount of such regularly scheduled cash interest payment, and (iv) immediately before and immediately after giving effect thereto, no Default shall or would exist, provided further that in no event shall the Borrower or any Subsidiary be prohibited by this clause (iv) from making any Restricted Payment to the Parent pursuant to this Section 7.8(d) for more than 180 days in any consecutive 360 day period unless (i) an Event of Default has occurred and is continuing under Section 8.1(a) or 8.1(b), or (ii) the maturity of the Loans have been accelerated in accordance with the terms of this Agreement; (e) the Borrower may declare and pay Restricted Payments in cash to the Parent in an amount that, during any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect would not exceed the portion of the income taxes payable by the Parent in such fiscal year attributable to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, ; and (ivf) the Borrower or any Restricted Subsidiary may make declare and pay other Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)cash, (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that (i) immediately before and immediately after giving effect to such Restricted Payments under this clause thereto no Default shall or would exist, and (vii)ii)(A) immediately before and after giving effect thereto the Senior Leverage Ratio shall not and would not be greater than 2.25:1.00, or (B) immediately after giving effect thereto, the aggregate amount of all Restricted Payments made under pursuant to this clause (viiSection 7.8(f)(ii)(B) after September 30, 2000 does would not exceed $5,000,000 in the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentaggregate.

Restricted Payments. Declare or pay any dividend (aother than dividends payable solely in common stock of the Person making such dividend) The on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower will not, and ------------------- will not permit or any of its Restricted Subsidiaries toSubsidiaries, declare whether now or makehereafter outstanding, or agree to pay or makemake any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any of its Subsidiaries (collectively, “Restricted PaymentPayments”), except except: (ia) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor; (b) the Borrower may declare pay the Dividend, so long as declared and pay dividends with respect paid within one year after the Closing Date; (i) if the Borrower shall have delivered audited financial statements for the fiscal year ending on December 31, 2013 pursuant to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearSection 5.1(a), (ii) the Consolidated Fixed Charge Coverage Ratio for the four consecutive fiscal quarters of the Borrower ending immediately prior to the declaration of a Restricted Subsidiaries may declare Payment pursuant to this Section 6.5(c) is not less than 2.5:1.0 and pay dividends ratably with respect to their capital stock, (iii) no Default or Event of Default shall have occurred and be continuing, the Borrower may make Restricted Payments pursuant so long as, after giving pro forma effect to such Restricted Payment, the sum of, without duplication (A) Excess Availability (as defined in the ABL Credit Agreement and certified in accordance with stock option plans or other benefit plans for management or employees writing to the Administrative Agent) and (B) the amount of unrestricted and unreserved cash and Cash Equivalents of the Borrower and its Subsidiaries, Restricted Subsidiaries that is not subject to a Lien (ivother than a Lien permitted by Section 6.2) at such time (as certified in writing to the Administrative Agent) shall be greater than or equal to $425,000,000; (d) the Borrower or any Restricted Subsidiary may make Permitted Tax Distributions; (e) the Borrower or any Restricted Payments in respect Subsidiary may pay any dividend or consummate any irrevocable redemption of Employment Arrangements Disqualified Capital Stock within sixty (including but not limited to purchase 60) days after the date of Equity Interests in Borrower), declaration thereof if on the date of declaration such Restricted Payment would have otherwise been permitted by this Section 6.5; (vf) the Borrower or any Restricted Subsidiary may make a any Restricted Payment pursuant in exchange for, or out of, or with the Net Cash Proceeds (i) of the substantially concurrent sale of Capital Stock (other than Disqualified Capital Stock) of the Borrower or (ii) from the substantially concurrent contribution of common equity capital to a Put Arrangement, the Borrower; (vig) the Borrower or any Restricted Subsidiary may (i) (x) so long as no Default or Event of Default shall have occurred and be continuing, repurchase, redeem or otherwise acquire or retire for value any Capital Stock of the Borrower or any Restricted Subsidiary or (y) make dividends Restricted Payments to Holdings to permit such Person to repurchase or distributions redeem such parent company’s Capital Stock (other than Disqualified Capital Stock) held by any current or former officer, director or employee of common Equity Interests the Borrower or options any of its Subsidiaries (or rights their transferees, estates or beneficiaries under their estates) pursuant to acquire common Equity Interestsany equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement or compensation plan or upon their death, disability, retirement, severance, resignation or termination of employment or service; provided that the aggregate cash consideration paid for all such repurchased, redeemed, acquired or retired equity interests shall not exceed, in any fiscal year (A) $10,000,000 (and up to 50% of such $10,000,000 not used in any fiscal year may be carried forward to the next succeeding (but no other) fiscal year) plus (B) the cash proceeds from the sale of Capital Stock that is not Disqualified Capital Stock of the Borrower or any Restricted Subsidiary, in each case, to members of management, directors or consultants of the Borrower, any of its subsidiaries or any of its direct or indirect parent companies that occurred after the date hereof; plus (C) the cash proceeds of key man life insurance policies received by the Borrower after the date hereof; and (viiii) cancel Indebtedness owing to the Borrower or any Restricted Subsidiary from any current or former officer, director or employee (or any permitted transferees thereof) of the Borrower or any Restricted Subsidiary (or any direct or indirect parent thereof), in connection with a repurchase of Capital Stock of the Borrower from such Persons;; (h) the Borrower or any Restricted Subsidiary may make other Restricted Payments repurchase Capital Stock deemed to occur upon the exercise of stock options to the extent such Capital Stock represents a portion of the exercise of such stock options; (other than cash dividends on its common Stocki) provided that immediately after giving effect to such Restricted Payments under this clause (vii)so long as no Default or Event of Default has occurred and is continuing, the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect may declare and pay regularly scheduled or accrued dividends to holders of any class or series of Disqualified Capital Stock of the Borrower issued on or after the date hereof so long as, at the time of issuance of such Disqualified Capital Stock, the Consolidated Fixed Charge Coverage Ratio for the four consecutive fiscal quarters of the Borrower then ended is not less than 2.5:1.0; (j) so long as no Default or Event of Default has occurred and is continuing, the Borrower or any Restricted Investment during Subsidiary may pay cash, dividends, distributions, advances or other Restricted Payments to allow the applicable Calculation Periodpayment of cash in lieu of the issuance of fractional shares upon (i) the exercise of options or warrants or (ii) the conversion or exchange of capital stock of any such person; (k) so long as no Default or Event of Default has occurred and is continuing, plus Borrower or any Restricted Subsidiary may repurchase, redeem, defease, acquire or retire for value any Indebtedness of the Borrower or such Restricted Subsidiary that is contractually subordinated to the Obligations with the Net Cash Proceeds from a substantially concurrent incurrence of Indebtedness permitted hereunder; (Dl) all any Group member may make Restricted Investments Payments (i) to the extent actually used by any direct or indirect parent company of the Borrower to pay franchise Taxes and other fees required to maintain the legal existence of the direct or indirect parent company, and (ii) payments by the Borrower to or on behalf of such direct or indirect parent company in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the nature of overhead in the ordinary course of business of such direct or indirect parent company in an aggregate amount not to exceed $5,000,000 in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, fiscal year; (m) the applicable "Calculation Period" with respect Borrower or any of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the Capital Stock (other than Disqualified Capital Stock) of such Person; (n) any amounts may be paid to a Restricted Payment means Sponsor pursuant to the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding Advisory Agreement, but only to the date extent that no Default or Event of Default has occurred and is continuing; (i) a conveyance, transfer or assignment of the North Yard and the West Yard to Sunoco, Inc., in each case in accordance with Section 11.10 of the Contribution Agreement, (ii) sale of North Yard Assets and any Other Logistics Assets to any third party to the extent such transactions constitute Restricted Payments or (iii) conveyance, transfer or assignment of North Yard Assets to an Excluded Subsidiary for the purposes of Permitted North Yard Financing; (p) Dividends permitted under Section 6.2(w); and (q) Restricted Payments may be paid to any direct or indirect parent company of the Borrower in connection with customary salary, bonus and other benefits (including retirement, health, stock option and other benefit plans) and indemnification arrangements payable to officers, employees or consultants of such direct or indirect parent company (and such parent’s Subsidiaries) of the Borrower (i) to the extent such salaries, bonuses and other benefits are attributable to such officers’, employees’ or consultants’ services provided to the Borrower and its Restricted PaymentSubsidiaries and (ii) otherwise, any Restricted Payments referred to in this Section 6.5(q) in an aggregate amount not to exceed $4,000,000 in any fiscal year.

Restricted Payments. (a) The Neither Holdings nor the Borrower will notwill, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) Holdings or the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal year, additional shares of its common stock; (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests to the Borrower or any other Credit Party (other than Holdings or Freedom Holding, which are covered in clauses (iiid) and (e) below); (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, ; (ivd) the Borrower or any Restricted Subsidiary may make Restricted Payments pay dividends to Holdings in respect of Employment Arrangements Permitted Corporate Expenses so long as (including but not limited to purchase 1) no Default or Event of Equity Interests in Borrower)Default would result therefrom, (v2) the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant demonstrates, to a Put Arrangementthe Administrative Agent’s reasonable satisfaction, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately pro forma compliance with the financial covenants set forth in Sections 6.12 through 6.15 after giving effect to the applicable dividend (and with the understanding that no such Restricted Payments dividend shall be paid until such covenants are in effect and being measured as and when required under this clause (viisuch Sections), (3) the aggregate amount of Restricted Payments made such dividends and related Permitted Corporate Expenses do not exceed the Permitted Corporate Expenses Cap for the applicable fiscal quarter and applicable fiscal year, and (4) if any portion of such dividend is used to pay amounts owing under this clause (vii) after September 30the Freedom Consulting Agreement, 2000 such amount does not exceed the sum of Permitted Freedom Consulting Payment Cap; provided, however, that (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positivei) for each calendar any month ending prior to the end of the first full fiscal quarter ended during to occur after the applicable Calculation Periodquarter in which the Opening Date occurs, plus the Borrower may pay dividends to Holdings in an amount not to exceed $65,000 per month with respect to Permitted Corporate Expenses (C) all other than payments under the Freedom Consulting Agreement and the Freedom Holding Note, payments of interest or principal on any outstanding debt of Holdings and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary dividends in respect of preferred or common stock, none of which shall be paid with such $65,000 amounts), and (ii) for the first fiscal quarter that the Borrower is required to comply with the financial covenants set forth in Sections 6.12 through 6.15, no more than the First PCE Dividend Amount shall be permitted to be paid for such quarter; (e) Holdings may pay accrued dividends on its outstanding preferred stock using proceeds of dividends permitted under Section 6.06(d); and (f) so long as no Default or Event of Default is then outstanding or would result therefrom, and Miami Casino Management, LLC (or any Restricted Investment during the applicable Calculation Period, plus (Dsuccessor thereto) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect remains subject to a Restricted Payment means subordination agreement in form and substance acceptable to the period (taken Administrative Agent, payments of Management Fees as one accounting period) from and after June 30, 2000 to and including when required by the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentManagement Agreement.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except Payment or set aside any amount for any such purpose. (b) Notwithstanding the provisions of paragraph (a) above: (i) the Borrower transactions contemplated by the Plan of Reorganization to occur on the Funding Date may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in be consummated on the aggregate in any fiscal year, Funding Date; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Holdings may make Restricted Payments pursuant to so long as the Payment Conditions are satisfied both before and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments; (iii) Holdings may make Restricted Payments under this clause (vii)for the repurchase, retirement or other acquisition for value of Equity Interests of Holdings held by any future, present or former employee or director of Holdings or any of its Subsidiaries pursuant to any employee or director equity plan, employee or director stock option plan or any other employee or director benefit plan of Holdings or its Subsidiaries, provided that the aggregate amount of such Restricted Payments in any fiscal year shall not exceed $5,000,000, provided that at the time of any such Restricted Payment made pursuant to this clause (iii) and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing; and (iv) Holdings may make Restricted Payments in any fiscal year commencing on or after January 1, 2011, so long as (x) immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount of such Restricted Payments made under pursuant to this clause (viiiv) after September 30, 2000 does shall not exceed (A) the lesser of (1) the Borrower’s Portion of Excess Cash Flow (as defined in the Term Loan Credit Agreement (as in effect on the date hereof)) and (2) the sum of (Aaa) $60,000,000 30,000,000 plus (Bbb) 50% of Borrower's consolidated quarterly net income so long as Excess Availability (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding on the date of such Restricted PaymentPayment after giving effect to any Loans incurred (or to be incurred) or Letters of Credit issued (or to be issued) on such date) shall exceed 20% of the Total Commitment as then in effect, $20,000,000 minus (B) the aggregate principal amount of Term Loans theretofore purchased pursuant to Section 10.09(iv).

Restricted Payments. (a) The Neither Holdings nor the Parent Borrower will, nor will not, and ------------------- will not they permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) any wholly-owned Subsidiary may distribute any cash, property or assets to Holdings, the Parent Borrower may declare and pay dividends with respect to or any other Subsidiary that is its capital stock not to exceed $10,000,000 in the aggregate in direct or indirect parent; (b) any fiscal year, (ii) Restricted Subsidiaries Subsidiary may declare and pay dividends ratably with respect to their capital stock, its Equity Interests; (iiic) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary Holdings may make Restricted Payments in respect cash in an aggregate amount not to exceed $250,000,000 during any fiscal year; provided that, at the time of Employment Arrangements declaration (including but not limited to purchase in the case of Equity Interests a dividend) or payment (in Borrower)all other cases) and after giving effect thereto, (vi) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, no Default has occurred and is continuing and (viiii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately Holdings would be in compliance with Sections 6.09 and 6.11 after giving effect to such Restricted Payments under this clause Payment and any Indebtedness being incurred in connection therewith; and (vii)d) Holdings may make any additional Restricted Payment in cash; provided that (i) the amount of such Restricted Payment, together with the aggregate amount of all other Restricted Payments made under this by Holdings after the Effective Date (other than those made pursuant to clause (viic) after September 30above), 2000 does not exceed the sum sum, without duplication, of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) Consolidated Net Income for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day beginning of the first fiscal quarter ending after the Effective Date to the end of Holdings’ most recently ended immediately preceding fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, minus 100% of such deficit); plus (B) 100% of the aggregate net cash proceeds received by Holdings, during the period from the Effective Date to the date of such Restricted Payment, from the issuance by Holdings of additional Equity Interests (other than Disqualified Equity Interests or Equity Interests issued to a Subsidiary or to an employee stock ownership plan or trust), and (ii) at the time of declaration (in the case of a dividend) or payment (in all other cases) and after giving effect thereto, (i) no Default has occurred and is continuing and (ii) Holdings would be in compliance with Sections 6.09 and 6.11 after giving effect to such Restricted Payment and any Indebtedness being incurred in connection therewith. Notwithstanding the foregoing, this Section 6.07 shall not apply at any time that (i) if both rating agencies shall then have a Credit Rating in effect, the Credit Ratings are Baa2 and BBB, respectively, with stable outlook or better or (ii) if only one rating agency shall then have a Credit Rating in effect, such Credit Rating is Baa2 or BBB, as applicable, with stable outlook or better.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, return any capital to its holders of Equity Interests or make any distribution of its Property to its Equity Interest holders without the prior approval of the Majority Lenders, except (i) each Loan Party may declare and pay dividends or distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Restricted Subsidiaries of the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends or distributions ratably with respect to their capital stockEquity Interests to the Borrower or any Wholly-Owned Subsidiary Guarantor, (iii) the Permitted Parent Payments shall be permitted, (iv) the Permitted Tax Distributions shall be permitted, so long as both before and after giving effect to each such Permitted Tax Distribution, no Event of Default has occurred and is continuing or would result therefrom, (v) the Borrower may make Restricted Payments pursuant to in cash, so long as both before and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause Payment, (vii)A) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or would result therefrom, (B) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 total Revolving Credit Exposures does not exceed the sum of (A) $60,000,000 plus (B) 5080% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus Loan Limit then in effect and (C) all interest the Consolidated Leverage Ratio is equal to or less than 2.50 to 1.00, as the Consolidated Leverage Ratio is recomputed on such date using (I) Consolidated Total Debt outstanding on such date and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during (II) EBITDAX for the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including Reference Period ending on the last day of the fiscal quarter ended immediately preceding such date for which financial statements are available, and (vi) the date of Borrower may make Restricted Payments in cash to the Parent (each such Restricted Payment, a “Pass-Through Restricted Payment”), in each case, so long as (A) each such Pass-Through Restricted Payment is funded solely with (and in no greater amount than) the proceeds (such proceeds, the “Pass-Through Restricted Payment Related Proceeds”) of an Unrestricted Subsidiary Cash Distribution received by the Borrower or an Restricted Subsidiary on the same day as the Borrower makes such Pass-Through Restricted Payment to the Parent; and (B) the aggregate amount of each such Pass-Through Restricted Payment does not exceed the Pass-Through Restricted Payment Related Proceeds.

Restricted Payments. Make or commit itself to make or declare any Restricted Payment at any time, provided that: (a) The each Subsidiary may make Capital Distributions to the Borrower, any Subsidiaries of the Borrower will notthat are Guarantors and any other Person that owns a direct Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Capital Distribution is being made; (b) so long as no Default has occurred and is continuing or would result therefrom, the Borrower and its Subsidiaries may make payment of current interest, expenses and indemnities in respect of Subordinated Indebtedness (other than any such payments prohibited by the subordination provisions applicable thereto); (c) the Borrower and each Subsidiary may make Restricted Payments with the proceeds received from the substantially concurrent issue of new common Equity Interests; (d) the Borrower and its Subsidiaries may make Restricted Payments not otherwise permitted by this Section, so long as (i) no Default has occurred and is continuing or would result therefrom, (ii) after giving effect thereto the aggregate amount of all Restricted Payments made pursuant to this clause (d) and Investments made pursuant to Section 7.03(a)(xiv), shall not exceed sum of (1) $25,000,000 plus (2) the Cumulative Retained Excess Cash Flow Amount, (iii) the Administrative Agent shall have received the certificate required by Section 6.02(n) and (iv) after giving pro forma effect to such Restricted Payment (and to any Indebtedness incurred in connection therewith), the Borrower and its Subsidiaries shall be in compliance with the Pro Forma Leverage Test; (e) the Borrower may make Capital Distributions, consistent with its past practice, in the form of dividends to shareholders of Equity Interests in the Borrower; provided that (i) the aggregate amount of all such Capital Distributions shall not exceed $2,500,000 per fiscal quarter of the Borrower; and (ii) no Default shall have occurred and be continuing or would result from any such Capital Distribution; (f) the Borrower and its Subsidiaries may make Restricted Payments constituting a prepayment of Indebtedness in connection with the Refinancing of such Indebtedness; (g) so long as no Default has occurred and is continuing or would result therefrom, each of Autocam do Brasil Usinagem, LTDA, Bouverat Industries S.A.S., and ------------------- will not permit Autocam France, SARL may at any time repay its respective Indebtedness set forth on Schedule 7.02; (h) the Borrower and its Subsidiaries may make payment of its Restricted Subsidiaries tocurrent interest, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except expenses and indemnities in respect of the New Notes; and (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant with respect to the New Notes not otherwise permitted by this Section, so long as (i) no Default has occurred and is continuing or would result therefrom, and (ii) after giving pro forma effect to such Restricted Payment (and to any Indebtedness incurred in accordance with stock option plans or other benefit plans for management or employees connection therewith), the Consolidated Secured Leverage Ratio of the Borrower and its SubsidiariesSubsidiaries shall be equal to or less than 2.00 to 1.00, determined based on the financial information received for the fiscal quarter (ivor fiscal year, as applicable) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited most recently ended prior to purchase of Equity Interests in Borrowersuch date for which financial statements have been delivered to the Administrative Agent pursuant to Section 4.01(a)(x), (v6.01(a) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement6.01(b), (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interestsas applicable, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentPayments.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (ivd) so long as no Default has occurred and is continuing or will result therefrom and so long as the Fixed Charge Coverage Ratio and the Adjusted Leverage Ratio provided in Section 6.11 will not be violated as a result thereof, the Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interestsdeclare and pay dividends, and (viie) so long as no Default has occurred and is continuing or will result therefrom, the Borrower or may repurchase Equity Interests (i) in any Restricted Subsidiary may make other Restricted Payments (other amount if the Adjusted Leverage Ratio is less than cash dividends 1.00 to 1.00 on its common Stock) provided that immediately a pro forma basis after giving effect to such Restricted Payments under this clause repurchase and the Borrower has Liquidity of not less than $15,000,000 after payment of such repurchase (viiany repurchase made during a fiscal quarter that ends with an Adjusted Leverage Ratio of greater than 1.00 to 1.00 shall count against and be subject to the limitation provided in (ii) below), the or (ii) in an aggregate amount not exceeding $25,000,000 during any 4 quarter period if the Adjusted Leverage Ratio is less than or equal to 2.00 to 1.00 (but greater than 1.00 to 1.00) on a pro forma basis after giving effect to such repurchase and the Borrower has Liquidity of Restricted Payments made under this clause not less than $15,000,000 after payment of such repurchase. Notwithstanding (viie)(i) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to any repurchase made during a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding that ends with an Adjusted Leverage Ratio of greater than 1.00 to 1.00, shall count against and be subject to the date of such Restricted Payment$25,000,000 limitation provided in (e)(ii) above.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or makeMake, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare that, so long as no Default shall have occurred and pay dividends with respect be continuing prior to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such any action described below or would result therefrom, including no Event of Default arising as a result of a breach of Section 7.15 (calculating the Consolidated Fixed Charge Coverage Ratio on a pro forma basis): (a) each Loan Party may make Restricted Payments under to any Loan Party; (b) the Loan Parties may declare and make dividend payments or other distributions payable solely in the common stock or other Equity Interests (other than Disqualified Stock) of such Person; and (c) Specified Tax Payments; and (d) so long as no FILO Loan is outstanding immediately prior to and/or immediately after giving effect to any transaction contemplated by this clause (viid), the aggregate amount Lead Borrower may pay other cash dividends on its Equity Interests (excluding Disqualified Stock) and repurchase, redeem or otherwise acquire Equity Interests issued by it if, after giving effect to such transaction or payment, either (i) Pro Forma Excess Availability and Projected Excess Availability as of Restricted Payments made under this clause the date of consummation of such payment will be equal to or greater than twenty percent (vii20.0%) after September 30of the Aggregate Loan Cap, 2000 does not exceed the sum of or (ii) (A) $60,000,000 plus Projected Excess Availability and Pro Forma Excess Availability as of the date of consummation of such payment will be equal to or greater than fifteen percent (15.0%) of the Aggregate Loan Cap and (B) 50% the Consolidated Adjusted Fixed Charge Coverage Ratio, on a pro-forma basis for the Measurement Period immediately prior to such transaction or payment, will be equal to or greater than 1.10 to 1.00, and, in either case, the Lead Borrower shall have delivered written certification as to and a reasonably detailed calculation of Borrower's consolidated quarterly net income demonstrating compliance with either clause (if positivei) for each calendar quarter ended during the applicable Calculation Period, plus or clause (Cii) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect as applicable, five (5) Business Days prior to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymenttransaction or payment.

Restricted Payments. (a) The Borrower Company will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower Company may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) the Borrower Company may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower Company and its Subsidiaries, (ivd) Borrower or any Restricted Subsidiary the Company and its Subsidiaries may make Restricted Payments in respect an aggregate amount not to exceed $100,000,000 of Employment Arrangements Restricted Payments made pursuant to this clause (including but not limited to purchase of Equity Interests in Borrower), d) and (ve) Borrower or any Restricted Subsidiary the Company and its Subsidiaries may make a any other Restricted Payment pursuant to a Put Arrangement, this clause (vie) Borrower so long as (i) no Default or any Event of Default has occurred and is continuing prior to making such Restricted Subsidiary may make dividends Payment pursuant to this clause (e) or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately would arise after giving effect (including giving effect on a Pro Forma Basis) thereto and (ii) the Leverage Ratio is equal to or less than the Applicable Restricted Payment Ratio Level after giving effect (including giving effect on a Pro Forma Basis) to any such Restricted Payments under Payment made pursuant to this clause (viie). As used in the foregoing clause (e), “Applicable Restricted Payment Ratio Level” means a ratio equal to 4.00 to 1.00. For the avoidance of doubt, it is hereby understood and agreed that any Restricted Payment made at a time when all of the conditions set forth in clause (e) of this Section 6.07 are satisfied shall utilize the basket set forth in such clause (e) and shall not utilize (or be deemed to utilize) the basket set forth in clause (d) of this Section 6.07. Notwithstanding the foregoing, and for the avoidance of doubt, (i) the conversion by holders of (including any cash payment upon conversion), or required payment of any principal or premium on, or required payment of any interest with respect to, any Permitted Convertible Notes, in each case, in accordance with the terms of the indenture governing such Permitted Convertible Notes, shall not constitute a Restricted Payment; provided that, to the extent both (a) the aggregate amount of cash payable upon conversion or payment of any Permitted Convertible Note (excluding any required payment of interest with respect to such Permitted Convertible Note and excluding any payment of cash in lieu of a fractional share due upon conversion thereof) exceeds the aggregate principal amount thereof and (b) such conversion or payment does not trigger or correspond to an exercise or early unwind or settlement of a corresponding portion of the Bond Hedge Transactions constituting Permitted Call Spread Swap Agreements relating to such Permitted Convertible Note (including, for the avoidance of doubt, the case where there is no Bond Hedge Transaction constituting a Permitted Call Spread Swap Agreement relating to such Permitted Convertible Note), the payment of such excess cash shall constitute a Restricted Payments made under Payment notwithstanding this clause (viii); and (ii) after September 30any required payment with respect to, 2000 or required early unwind or settlement of, any Permitted Call Spread Swap Agreement, in each case, in accordance with the terms of the agreement governing such Permitted Call Spread Swap Agreement shall not constitute a Restricted Payment; provided that, to the extent cash is required to be paid under a Warrant Transaction as a result of the election of “cash settlement” (or substantially equivalent term) as the “settlement method” (or substantially equivalent term) thereunder by the Company (or its Affiliate) (including in connection with the exercise and/or early unwind or settlement thereof), the payment of such cash shall constitute a Restricted Payment notwithstanding this clause (ii). Notwithstanding the foregoing, the Company may repurchase, exchange or induce the conversion of Permitted Convertible Notes by delivery of shares of the Company’s common stock and/or a different series of Permitted Convertible Notes (which series (x) matures after, and does not require any scheduled amortization or other scheduled payments of principal prior to, the analogous date under the indenture governing the Permitted Convertible Notes that are so repurchased, exchanged or converted and (y) has terms, conditions and covenants that are no less favorable to the Company than the Permitted Convertible Notes that are so repurchased, exchanged or converted (as determined by the board of directors of the Company, or a committee thereof, in good faith)) (any such series of Permitted Convertible Notes, “Refinancing Convertible Notes”) and/or by payment of cash (in an amount that does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower the Company from the substantially concurrent issuance of shares of the Company’s common stock and/or Refinancing Convertible Notes plus the net cash proceeds, if any, received by the Company pursuant to the related exercise or early unwind or termination of the related Permitted Call Spread Swap Agreements pursuant to the immediately following proviso); provided that, substantially concurrently with, or a commercially reasonable period of time before or after, the related settlement date for the Permitted Convertible Notes that are so repurchased, exchanged or converted, the Company shall (and, for the avoidance of doubt, shall be permitted under this Section 6.07 to) exercise or unwind or terminate early (whether in cash, shares or any Restricted Subsidiary in respect of any Restricted Investment during combination thereof) the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day portion of the fiscal quarter ended immediately preceding the date of Permitted Call Spread Swap Agreements, if any, corresponding to such Restricted PaymentPermitted Convertible Notes that are so repurchased, exchanged or converted.

Restricted Payments. (a) The Neither the Borrower will not, and ------------------- will not permit nor any of its Restricted Subsidiaries to, shall declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except except: (i) the Borrower may declare make (a) payments to Holdings sufficient to fund Holdings' payments under the Jordan Management Agreement as in effect as of the Closing Date for (1) consulting, financial, management and pay dividends with investment banking fees plus (2) out of pocket expenses and indemnities, provided that the obligations in respect of such fees under the Jordan Management Agreement shall be subordinated expressly to its capital stock the Secured Obligations and (b) distributions to Holdings sufficient to fund Holdings' payment of directors' fees and indemnities (whether or not Holdings applies the funds to the payment of such directors' fees) provided that such Restricted Payments shall not exceed $150,000 plus out of pocket expenses in any fiscal year of the Borrower; (ii) so long as Holdings files consolidated income tax returns that include the Borrower, on the Business Day immediately preceding the date on which Holdings shall be required to make any tax related payment to any Governmental Authority, the Borrower may make distributions to Holdings to fund Holdings' payment of tax obligations, from funds legally available for such purpose, in an amount not to exceed $10,000,000 the amount calculated pursuant to the Tax Sharing Agreement attached hereto as Exhibit P; provided, Holdings shall in turn utilize such amount thereof as is necessary to pay its consolidated tax obligations; provided, further, that after the occurrence and during the continuance of any Default or Unmatured Default, the amount permitted to be paid to Holdings shall not exceed the lesser of (1) the amount calculated pursuant to the Tax Sharing Agreement, (2) the "Consolidated Tax" (as defined in the aggregate Tax Sharing Agreement as in effect on the Closing Date) and (3) the "Calculated Tax" of the "Acquisition Group" (each as defined in the Tax Sharing Agreement as in effect on the Closing Date); and provided, further, any fiscal year, amount otherwise permitted to be paid under this clause (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect shall be reduced by the amount of any tax related payments made directly by the Borrower or any Subsidiary to their capital stock, any Governmental Authority. (iii) the Borrower may make Restricted Payments distributions to Holdings to fund (a) payments required to be made by and actually made by Holdings in respect of interest due on an unaccelerated basis on the Holdings Subordinated Debt, unless such payments are prohibited by the subordination terms applicable to such Indebtedness; provided, however, the Borrower may make such distributions with respect to the Holdings Subordinated Debt only on March 1 and September 1 of each year (or the Business Day immediately prior thereto if such date is not a Business Day); (b) (1) payments made by Holdings to repurchase its common stock made pursuant to and in accordance with stock option plans Section 7.2, 7.3 or other benefit plans for management or employees 7.4 of the Borrower Stockholders Agreement as in effect on the Closing Date and its Subsidiaries(2) payments required to be made by and actually made by Holdings in respect of amounts due on an unaccelerated basis on the Repurchase Indebtedness unless such payments are prohibited by the subordination terms applicable to such Repurchase Indebtedness in an aggregate amount for all such payments under clauses (1) and (2) not to exceed $4,000,000, such distributions to be made not earlier than one Business Day prior to the date on which Holdings is to make such payments; provided, that, Holdings shall first satisfy any such payment obligation by canceling Indebtedness under the Management Note, if any, of the Person to whom Holdings is obligated to make such payment; and (c) mandatory payments of dividends due on the Preferred Stock to the extent Indebtedness for such payments is Permitted Holdings Indebtedness under clause (c) of the definition thereof, such distributions to be made not earlier than one Business Day prior to the date on which Holdings is required to make such payments; (iv) the Borrower may make payments to ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ or to Holdings sufficient to make payment of amounts due under the Employment Agreements without taking into account any amendment, modification, supplement or restatement thereof or the adjustment of any such amount pursuant to the terms thereof resulting from a change of facts and circumstances after the date of this Agreement (other than increases in base salary approved pursuant to Section 2 of the Employment Agreement) unless the Agent and the Required Lenders shall have consented to the terms thereof if the effect of such amendment, modification, supplement, restatement or adjustment is to increase the amount or accelerate the time of payment of such amounts; (v) the Borrower may make mandatory payments of interest, principal or premium, if any, when due on the Permitted Subordinated Indebtedness unless such payments are prohibited by the terms of such Indebtedness or the subordination agreements related thereto; (vi) any Restricted Subsidiary may make distributions to the Borrower or to a Restricted Subsidiary; (vii) the Borrower or any Restricted Subsidiary may make Restricted Payments in respect defease, redeem or repurchase Permitted Subordinated Indebtedness with the net cash proceeds from an issuance of Employment Arrangements Permitted Refinancing Indebtedness; (including but not limited to purchase of Equity Interests in Borrower), (vviii) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant defease, redeem or repurchase Permitted Subordinated Indebtedness with the net cash proceeds from the substantially concurrent sale (other than to a Put Arrangement, (vi) the Borrower or any subsidiary of the Borrower) of Equity Interests of such Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Redeemable Stock); (ix) provided that immediately after giving effect to such Restricted Payments payments in connection with the Stock Acquisition and related financing transactions as described under this clause (vii), the aggregate amount "The Transactions" and "Use of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed Proceeds" provisions contained in the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.Offering Memorandum;

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, Permit any Restricted Payment, except that: (a) so long as (i) no Default has occurred or is continuing or would result from such Restricted Payment, (ii) after giving effect to such Restricted Payment, the Borrower would be permitted to incur an additional dollar of Indebtedness under Section 8.2(o), (iii) after giving effect to such Restricted Payment, the Consolidated Senior Secured Leverage Ratio for the Borrower’s most recently ended four Fiscal Quarter period would have been no greater than the ratio set forth in Section 8.18(a) for such period, determined on a Pro Forma Basis as if such Restricted Payment had been made at the beginning of such period, and (iv) such Restricted Payment, together with all other Restricted Payments (excluding Restricted Payments made pursuant to Sections 8.6(b)(2), (3), (4), (6), (7), (8), (9) and (11)) since the beginning of the most recent Fiscal Quarter of the Borrower commencing after the Closing Date, is less than the Restricted Payment Cap, then the Borrower and its Subsidiaries may declare make Restricted Payments. (b) Notwithstanding the provisions of Section 8.6(a), so long as no Default or Event of Default shall have occurred and pay be continuing or would result therefrom, the Borrower and its Subsidiaries may make, do, take or otherwise effectuate the following actions: (1) the payment of any dividend 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 complied with the provisions of this Agreement; (2) make any Restricted Payment out of the Net Cash Proceeds from the substantially concurrent sale of Capital Stock to Holdings by the Borrower or from the substantially concurrent contribution by Holdings of capital to the Borrower in respect of its Capital Stock (other than Disqualified Stock); provided that the amount of any such Net Cash Proceeds that are utilized for any such Restricted Payment shall be excluded from clause (B) of the definition of Restricted Payment Cap; (3) the defeasance, redemption, repurchase, retirement or other acquisition of the Senior Notes or any Subordinated Indebtedness with the Net Cash Proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; provided that the amount of any such Net Cash Proceeds that are utilized for any such defeasance, redemption, repurchase, retirement or other acquisition of Indebtedness will be excluded from clause (B) of the definition of Restricted Payment Cap; (4) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by any Subsidiary of the Borrower to the holders of its Capital Stock on a pro rata basis; (5) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of any Parent, the Borrower or any Subsidiary Guarantor held by any current or former officer, director or employee of any Parent, the Borrower or any Subsidiary of the Borrower pursuant to any equity subscription agreement, stock option agreement, shareholders’ agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Capital Stock shall not exceed $5,000,000 in any twelve-month period; (6) the repurchase, redemption or other acquisition or retirement of Capital Stock deemed to occur upon the exercise or exchange of stock options, warrants or other similar rights to the extent such Capital Stock represent a portion of the exercise or exchange price of those stock options, and the repurchase, redemption or other acquisition or retirement of Capital Stock made in lieu of withholding taxes resulting from the exercise or exchange of stock options, warrants or other similar rights; (7) the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of any Subsidiary of the Borrower, or any class or series of preferred stock of a Subsidiary of the Borrower, in each case issued after the Closing Date, so long as the Consolidated Total Leverage Ratio for the Borrower’s most recently ended four-Fiscal Quarters for which internal financial statements are available immediately preceding the date on which such dividend payment is made would in accordance with, and as set forth in, the applicable Compliance Certificate, have been no greater than the ratio set forth in Section 8.18(b) for such period, assuming such ratio were required to be tested for such period, determined on a pro forma basis, as if such dividend payment had been made at the beginning of such four-Fiscal Quarter period; (8) Permitted Payments to any Parent; (9) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of Superholdings to the extent necessary to comply with respect law or to prevent the loss or to secure the renewal or reinstatement of any FCC license held by Superholdings or any of its capital stock Subsidiaries; (10) make required distributions or payments to Royal Street in accordance with the Royal Street Agreements; and (11) other Restricted Payments not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) since the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees Closing Date. The amount of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other all Restricted Payments (other than cash dividends cash) will be the Fair Market Value on its common Stock) provided that immediately after giving effect the date of the Restricted Payment of the assets or securities proposed to such Restricted Payments under this clause (vii), be transferred or issued by the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any its Subsidiaries pursuant to the Restricted Subsidiary in respect Payment. The Fair Market Value of any Restricted Investment during the applicable Calculation Period, plus assets or securities that are required to be valued by this Section 8.6 will be determined as follows: (Di) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a any Restricted Payment means the period (taken as one accounting period) from and after June 30or series of related Restricted Payments involving aggregate consideration in excess of $10,000,000, 2000 to and including the last day a resolution of the fiscal quarter ended immediately preceding Borrower’s or the date applicable Subsidiary Guarantor’s board of directors (or similar governing body) set forth in an officers’ certificate certifying that such Restricted PaymentPayment has been approved by the Borrower’s or the applicable Subsidiary Guarantor’s board of directors (or similar governing body); and (ii) with respect to any Restricted Payment or series of related Restricted Payments involving aggregate consideration in excess of $50,000,000, the approval of the board of directors (or similar governing body) required by clause (i) above must be based on an opinion or appraisal from a financial point of view issued by an accounting, appraisal or investment banking firm of recognized standing.

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) the The Borrower may declare and pay dividends or make other Restricted Payments with respect to its capital stock not Equity Interests payable solely in additional Equity Interests (other than Disqualified Equity); (b) Subsidiaries other than the Borrower may (i) make dividends or other distributions to exceed $10,000,000 their respective equityholders with respect to their Equity Interests (which distributions shall be (x) made on at least a ratable basis to any such equityholders that are Loan Parties and (y) in the aggregate in case of a Subsidiary that is not a Wholly-Owned Subsidiary, made on at least a ratable basis to any fiscal yearsuch equityholders that are the Borrower or a Subsidiary), (ii) make other Restricted Payments to the Borrower or any Subsidiary Guarantor (either directly or indirectly through one or more Subsidiaries may declare that are not Loan Parties) and pay dividends ratably with respect to their capital stock, (iii) make any Restricted Payments that the Borrower would have otherwise been permitted to make pursuant to this Section 6.08; (c) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries; (d) the Borrower may repurchase Equity Interests (i) upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants or with the proceeds received from the substantially concurrent issue of new Equity Interests, or (ivii) Borrower or in connection with the issuance of any Restricted Subsidiary may make Convertible Notes, with the proceeds received therefrom; and (e) other Restricted Payments in respect an aggregate amount not to exceed $10,000,000 in any fiscal year of Employment Arrangements (including but not limited the Borrower so long as prior to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other making such Restricted Payments (other than cash dividends on its common Stock) provided that and immediately after giving effect (including giving effect on a pro forma basis) thereto no Event of Default has occurred and is continuing; (f) the Borrower and its Subsidiaries may make any other Restricted Payment so long as prior to making such Restricted Payments under this clause Payment and immediately after giving effect (vii), including giving effect on a pro forma basis) thereto (i) no Event of Default has occurred and is continuing and (ii) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 Senior Secured Net Leverage Ratio does not exceed 2.00 to 1.00; and (g) Loan Parties may enter into (including the sum payment of (Apremiums in connection therewith) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or make any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" required payment with respect to a Restricted Payment means to, or required early unwind or settlement of, any Permitted Capped Call Transaction in accordance with the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding the date of agreement governing such Restricted PaymentPermitted Capped Call Transaction.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except except: (ia)(i) intercompany loans and advances between Debtor and its Subsidiaries (other than the Borrower Existing Foreign Subsidiaries, LR Assurance and Workers’ Assurance) and (ii) intercompany loans and advances between Debtor and the Existing Foreign Subsidiaries and LR Assurance, so long as the aggregate of all such loans and advances permitted under this clause (ii) does not exceed $500,000 during any Fiscal Year; (b) dividends and distributions by Subsidiaries of Debtor paid to Debtor; and (c) subject to the subordination provisions provided for in the Subordinated Notes Indenture, scheduled semi-annual payments of interest to the holders of the Subordinated Notes, in the manner provided for therein or pursuant to the Subordinated Notes Indenture. Notwithstanding the foregoing, this Section 6.14 shall not prohibit payments by Debtor to holders of Debtor’s common stock in connection with the repurchases of such stock by Debtor (“Permitted Stock Repurchases”) so long as the proposed payment, together with all other payments in connection with other Permitted Stock Repurchases during any Fiscal Year, does not exceed $5,000,000 in the aggregate, provided that, Debtor may declare and pay dividends with respect to its capital stock make Permitted Stock Repurchases in an additional amount not to exceed $10,000,000 in the aggregate in any fiscal year, solely for the Fiscal Year 2003 (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrowera “2003 Additional Stock Repurchase”), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangementprovided further, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions Creditor shall have received one day prior written notice of common Equity Interests or options or rights to acquire common Equity Interestssuch proposed 2003 Additional Stock Repurchase certifying that, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii)the proposed 2003 Additional Stock Repurchase, the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) Debtor would have had Excess Liquidity equal to or greater than $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter 45 consecutive days ended immediately preceding prior to the date of such Restricted Paymentproposed 2003 Additional Stock Repurchase. 1.5 Annex A to the Letter of Credit Agreement is hereby amended by amending and restating the definition of “Applicable L/C Margin” to read in its entirety as follows:

Restricted Payments. (a) The Borrower MCC will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayment at any time, except that, so long as at the time thereof and after giving effect thereto no Default or Event of Default shall have occurred and be continuing: (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary MCC may make Restricted Payments in respect of Employment Arrangements cash (including i) during any fiscal year, in an aggregate amount up to but not limited exceeding $15,000,000 and (ii) during the period commencing on the Effective Date through the term of this Agreement, in an aggregate amount up to purchase but not exceeding $60,000,000; (b) MCC may make Restricted Payments at any time in an aggregate cumulative amount during the period commencing on the Effective Date through the term of this Agreement not in excess of the lesser of (i) the aggregate Equity Interests Contributions made in Borrower), cash after the date hereof and prior to the date of the latest such Restricted Payment and (vii) Borrower $60,000,000; (c) MCC may at any time make Restricted Payments consisting of Excluded Property (or of the equity interests in any Restricted Subsidiary whose only assets consist of Excluded Property), provided that, in the case of any such Restricted Payment consisting of the equity interests in any Restricted Subsidiary, no later than five Business Days prior to such distribution, the Borrower shall furnish to the Lenders a certificate setting forth calculations in form and detail satisfactory to the Administrative Agent demonstrating on a pro forma basis, as if such distribution had occurred at the beginning of the relevant periods, that MCC would have been in compliance with the provisions of Section 6.06; (d) MCC may make payments to Holdings and ▇▇▇▇▇▇▇ pursuant to the Tax Consolidation Agreements; (e) MCC may make Restricted Payments to officers and other executive employees of MCC and its Subsidiaries to the extent constituting Special Deferred Compensation; (f) MCC may make Restricted Payments consisting of the distribution of real property owned by MCC or a Restricted Payment pursuant to a Put Arrangement, Subsidiary (vi) Borrower or of the equity interests in any Restricted Subsidiary may make dividends or distributions whose only assets consist of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (viireal property), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.provided that

Restricted Payments. The Borrowers will not make any Restricted ------------------- Payment at any time, provided that, so long as at the time thereof, and after -------- giving effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary Borrowers may make Restricted Payments in cash to their members on or after April 12 of each fiscal year (the "current year") in an ------------ amount equal to the Tax Payment Amount for the immediately preceding fiscal year (the "prior year"), so long as at least fifteen days prior to making ---------- any such Restricted Payment, the Borrowers shall have delivered to each Lender (i) notification of the amount and proposed payment date of such Restricted Payment and (ii) a statement from the Borrowers' independent certified public accountants setting forth a detailed calculation of the Tax Payment Amount for the prior year and showing the amount of such Restricted Payment and all prior Restricted Payments; (b) the Borrowers may make payments in cash in respect of Employment Arrangements Management Fees to the extent permitted under Section 8.11 hereof; (including but not limited to purchase c) the Borrowers may make payments in cash in respect of Equity Interests the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or Cure Monies ; (d) the Borrowers may make payments in Borrowercash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (such payment and issuance being collectively called "Permitted Transactions"), so long as ---------------------- (vi) Borrower in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02 hereof, without the occurrence of any Restricted Subsidiary may make a Restricted Payment pursuant Event of Default (and, for purposes hereof, unless the Borrowers indicate otherwise at the time of any such payment, such payment or distribution shall be deemed to a Put Arrangement, be made first from Cure Monies and second from Supplemental Capital); (viii) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause any Permitted Transaction during any fiscal quarter (vii)the "current fiscal quarter") and to the ---------------------- making of any Capital Expenditures pursuant to Section 8.12(b) hereof during the current fiscal quarter, the aggregate amount of Restricted Payments made under this clause Borrowers would (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including at the last day of the most recent fiscal quarter ended immediately preceding prior to the date current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10 hereof and the Total Leverage Ratio calculated on a pro forma basis is at the time less than 5.75 to 1 (or, if lower, the applicable -86- requirement at the time under Section 8.10(a) hereof), the determination of such Restricted Payment.compliance and such Total Leverage Ratio to be determined as if

Restricted Payments. Company shall not, nor shall it permit any of its Subsidiaries to, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Junior Payment, except: (i) Company and its Subsidiaries may make (x) regularly scheduled payments of interest in respect of Subordinated Indebtedness, in each case in accordance with the terms of, and only to the extent required by, and subject to the subordination provisions contained in, the indenture or other agreement pursuant to which such Subordinated Indebtedness was issued, as such indenture or other agreement may be amended from time to time to the extent permitted under SECTION 6.11; PROVIDED, to the extent the Senior Subordinated Bridge Loan Agreement, the Senior Subordinated Notes Indenture and the terms of the Junior Subordinated Notes (as set forth in the Securities Purchase Agreement) permit Company to pay interest thereon or liquidated damages with respect thereto in like-kind instruments in a principal amount equal to the amount of such interest or liquidated damages, Company and Holdings shall pay such interest or liquidated damages in such like-kind instruments; and (y) payments in respect of any repurchase, redemption or repayment of the Junior Subordinated Notes and/or the Senior Subordinated Bridge Loan with the proceeds of issuances of equity by Holdings or in respect of any refinancing of the Junior Subordinated Notes and/or the Senior Subordinated Bridge Loan under SECTION 6.1(vii); (ii) Company may make Restricted Junior Payments to Holdings to permit the payment of Management Fees; PROVIDED, that at the time of such Restricted Junior Payment and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing under SECTION 8.1(a) or as a result of a breach of the provisions of SECTION 6.6 and the lapse of 30 days without cure or waiver of such breach; (iii) Company may make Restricted Junior Payments to Holdings, (a) The Borrower in an aggregate amount not to exceed $850,000 in any Fiscal Year, to the extent necessary to permit Holdings to pay general administrative costs and expenses; (b) in respect of (a) federal income taxes for the tax periods for which a federal consolidated return is filed by Holdings for a consolidated group of which Holdings is the parent and Company and its Subsidiaries are members, in an amount not to exceed the hypothetical federal income taxes that Company would have paid if Company and its Subsidiaries filed a separate consolidated return with Company as the parent, taking into account carryovers and carrybacks of tax attributes (including net operating losses) that would have been allowed if such separate consolidated return had been filed and (b) state income taxes for the tax periods for which a state combined return is filed by Holdings for a combined group of which Holdings is the parent and Company and its Subsidiaries are members, in an amount not to exceed the hypothetical state income taxes that Company would have paid if Company and its Subsidiaries filed a separate combined return, taking into account carryovers and carrybacks of tax attributes (including net operating losses) that would have been allowed if such separate combined return had been filed; PROVIDED, HOWEVER, that in no event shall any such tax payment pursuant to this clause (b) exceed the amount of federal (or state, as the case may be) income tax that is, at the time Company makes such tax payments, actually due and payable by Holdings to the relevant taxing authorities or to become due and payable within 30 days of such payment by Company; and (c) distributions to Holdings to the extent necessary to fund the Recapitalization; (iv) Company may make Restricted Junior Payments to Holdings to the extent required for Holdings to repurchase its capital stock from deceased or retired employees in accordance with the terms of the ESOP and from employees whose employment with Company or any of its Subsidiaries has terminated for any other reason but only to the extent mandatorily required by the ESOP, the Internal Revenue Code or ERISA; and (v) Company may make Restricted Junior Payments to Holdings to permit Holdings to repurchase its capital stock or options in respect thereof, in each case from deceased, terminated or retired Management Investors; PROVIDED, that (a) at the time of such Restricted Junior Payment and immediately after giving effect thereto, no Event of Default shall have occurred and be continuing under SECTION 8.1(a) or as a result of a breach of the provisions of Section 6.6 and the lapse of 30 days without cure or waiver of such breach and (B) the aggregate amount of Restricted Junior Payments made pursuant to this clause (v) in any Fiscal Year shall not exceed $2,000,000; and PROVIDED FURTHER, that any Restricted Junior Payments by Company to Holdings permitted under this Section shall be applied by Holdings for the purposes specified in this Section. Except as provided herein, Company will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare create or makeotherwise cause or suffer to exist or become effective any consensual encumbrance or restriction of any kind on the ability of any such Subsidiary to (w) pay dividends or make any other distributions on any of such Subsidiary's capital stock owned by Company or any other Subsidiary of Company, (x) repay or prepay any Indebtedness owed by such Subsidiary to Company or any other Subsidiary of Company, (y) make loans or advances to Company or any other Subsidiary of Company, or agree (Z) transfer any of its property or assets to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower Company or any Restricted other Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentCompany.

Restricted Payments. (a) The Borrower Parent will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or makemake a Restricted Payment, or agree to pay or make, directly or indirectly, make any deposit for any Restricted Payment, except other than: (ia) Restricted Payments made by Subsidiaries to the Borrower may declare and pay dividends Parent or other Subsidiaries (provided that (x) with respect to its capital stock not to exceed $10,000,000 any Restricted Payment (other than a Restricted Payment referenced in clause (iv) of the aggregate in definition thereof), if any fiscal year, Default has occurred and is continuing or would result therefrom and (iiy) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make any Restricted Payments pursuant to and Payment referenced in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, clause (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a the definition thereof such Restricted Payment pursuant to a Put Arrangement, (vi) Borrower shall be made in cash and if any Default has occurred and is continuing or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, would result therefrom and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided the Required Lenders have notified the Parent that immediately after giving effect to such Restricted Payments the payments made under this clause (vii)the Greens Creek Demand Note must be included in the limitation described below, the aggregate amount of Restricted Payments described in clauses (i), (ii), and (iii) of the definition thereof (and clause (iv) of the definition thereof, if the Required Lenders made the notification to the Parent to include such payments) permitted to be made under this clause (viia) after September 30shall not exceed $6,000,000 per each Fiscal Quarter or $20,000,000 per each Fiscal Year (excluding, 2000 does for purposes of these dollar limits, payments (which are consistent with past practices) made under the Greens Creek Demand Note until such time that the Required Lenders notify the Parent that such payments must be included in such limitation) and, in addition, if any Default has occurred and is continuing or would result therefrom, any Restricted Payment referenced in clauses (i), (ii) and (iii) of the definition thereof shall also not exceed the sum amount necessary for the purpose of paying, so long as all such payments are promptly used by the Parent to pay, payroll, operating, and administrative expenses incurred in the ordinary course of business, franchise or similar taxes and other similar taxes, fees and expenses required to maintain the Parent’s and its Subsidiaries’ corporate or company existence); (Ab) $60,000,000 plus Restricted Payments made by Subsidiaries that are not Loan Parties to its shareholders or members generally so long as the Parent or its Subsidiary which owns the equity interest in the Subsidiary making such Restricted Payment receives at least its proportionate share thereof (Bbased upon its relative holding of the equity interests in the Subsidiary making such Restricted Payment); (c) 50% the declaration or payment by the Parent of Borrower's consolidated quarterly net income a cash dividend on, or on account of, any class of Equity Interests of the Parent (if positiveincluding Designated Preferred Stock) in an aggregate amount not to exceed the Funds Available for each calendar quarter ended during Restricted Payments; provided that immediately prior to such declaration or payment, a Responsible Officer of the applicable Calculation PeriodParent shall have certified in writing to the Administrative Agent that no Default shall have occurred and be continuing or would result therefrom; (d) the payment of any dividends the declaration of which was permitted pursuant to clause (b) or clause (h) of this Section 6.8, plus so long as such payment is made within 60 days of such declaration or on its regularly schedule payment date; (Ce) all interest and principal paymentsthe redemption, purchase or other acquisition by the Parent of its Series B Preferred Stock and, concurrent with any such redemption, the payment of accrued dividends thereon in an aggregate amount not to exceed the Funds Available for Restricted Payments; provided that immediately prior to such redemption, purchase or other acquisition or payment of accrued dividends, distributions a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that no Default shall have occurred and be continuing or would result therefrom; (f) the redemption, purchase or other acquisition of Equity Interests of the Parent in exchange for, or with the net cash proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used aboveof, the applicable "Calculation Period" with respect substantially concurrent sale (other than to a Restricted Payment means Subsidiary of the period Parent) of Equity Interests (taken as one accounting periodother than Redeemable Capital Securities and Designated Preferred Stock) from of the Parent; provided that immediately prior to such redemption, purchase or other acquisition, a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that immediately before and after giving effect to such redemption, purchase or other acquisition no Default shall have occurred and be continuing or would result therefrom; (g) the redemption, purchase or other acquisition of Equity Interests pursuant to the Small Lot Repurchase Program in an aggregate amount not to exceed the Funds Available for Restricted Payments; provided that immediately prior to such redemption, purchase or other acquisition, a Responsible Officer of the Parent shall have certified in writing to the Administrative Agent that immediately before and after giving effect to such redemption, purchase or other acquisition no Default shall have occurred and be continuing or would result therefrom; (h) the declaration and payment by the Parent of cash dividends on, or on account of, the Parent’s Series B Preferred Stock and the Parent’s common stock, provided that such dividend shall not exceed the minimum dividend amount under the Parent’s dividend policy as of the Effective Date; (i) the redemption, purchase or other acquisition on or before June 30, 2000 to and including the last day 2014, of not more than twenty million (20,000,000) shares of Equity Interests of the fiscal quarter ended immediately preceding Parent; provided, in no case shall the date aggregate cash expenditure for such redemption, purchase or other acquisition of Equity Interests of the Parent exceed $150,000,000; and (j) Restricted Payments made by the Parent or any Subsidiary in the form of common stock of such Restricted PaymentPerson.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not permit nor shall Parent or any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except ; provided that: (a) (i) the Borrower Parent may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Parent’s Adjusted FFO for each Fiscal Quarter ending thereafter, or (y) the amount necessary for Parent to be able to make distributions required to maintain its status as a REIT and pay dividends to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Parent; provided further that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to its capital stock the Borrower or the acceleration of the Obligations, Parent shall not to exceed $10,000,000 in the aggregate in make any fiscal year, cash distributions; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant ratably to the holders of its Equity Interests to permit Parent to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Parent, the Borrower or any Guarantor may declare and in accordance with stock option plans make dividend payments or other benefit plans for management distributions payable solely in the common equity interests or employees other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (e) Parent, the Borrower and its Subsidiarieseach Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the ​ exercise of warrants, (iv) options or other securities convertible into or exchangeable for equity interests of Parent, the Borrower or any Restricted Subsidiary; (f) so long as no Change of Control results therefrom, Parent, the Borrower and each Subsidiary may make Restricted Payments in respect connection with the implementation of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; (g) so long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Put Arrangement, (vi) Borrower or any Restricted Subsidiary Guarantor may make dividends or distributions to allow Parent to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of common Equity Interests this Agreement; and (h) Parent may exercise any redemption or options or conversion rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means its Equity Interests in accordance with the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding the date of governing documents setting out any such Restricted Paymentrights.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted (i) wholly-owned Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests and (ii) Subsidiaries which are not wholly-owned may declare and pay dividends ratably with respect to their Equity Interests so long as no Default or Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including giving effect on a Pro Forma Basis) thereto, (iiic) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (ivd) the Borrower or any Restricted Subsidiary may make Restricted Payments in declare and pay dividends with respect to taxes ratably allocated by UGI Corporation to the business of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)the Borrower and its Subsidiaries, (ve) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights property by a Subsidiary to acquire common Equity Intereststhe Borrower in connection with a transaction permitted by Section 6.04(h), and (viif) the Borrower or any Restricted Subsidiary and its Subsidiaries may make any other Restricted Payments Payment so long as (other than cash dividends on its common Stocki) provided that immediately no Default or Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect to such (including giving effect on a Pro Forma Basis) thereto and (ii) the aggregate amount of Restricted Payments under this clause (vii)f) shall not exceed, the aggregate amount of Restricted Payments made under this clause during any four (vii4) after September 30consecutive fiscal quarters, 2000 does not exceed the sum of (A) $60,000,000 25,000,000 plus (B) 50% of Borrower's consolidated quarterly net income the Consolidated Net Income for such four (if positive4) for each calendar quarter ended during consecutive fiscal quarters unless (x) the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect Leverage Ratio as of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the most recently ended fiscal quarter ended of the Borrower immediately preceding prior to the date of such Restricted Payment is made was no greater than 3.00 to 1.0 and (y) the Leverage Ratio is no greater than 3.00 to 1.0 calculated on a Pro Forma Basis giving effect to such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit Declare or pay any of its Restricted Subsidiaries to, declare or makedividend on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings, the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, “Restricted PaymentPayments”), except that: (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor; (b) (i) Non-Guarantor Subsidiaries of the Borrower that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries and (ii) Non-Guarantor Subsidiaries of the Borrower that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Subsidiaries; (c) provided that the Borrower may declare and pay dividends with respect to its capital stock make Restricted Payments in an aggregate amount not to exceed $10,000,000 in the aggregate in any fiscal year15,000,000, if (i) no Default or Event of Default is continuing or would result therefrom, (ii) Holdings is in compliance with Section 6.16 immediately before and immediately after giving effect to such Restricted Subsidiaries may declare Payment and pay dividends ratably with respect to their capital stock, (iii) the Consolidated Total Leverage Ratio for the most recently ended period of four consecutive fiscal quarters of Holdings immediately prior to and immediately after giving effect to such Restricted Payment, shall not exceed 3.75:1.00; provided that no Restricted Payments may be made under this clause (c) during any fiscal quarter if a Specified Equity Contribution under the First Lien Credit Agreement has been exercised in respect of any of the four immediately preceding fiscal quarters; (d) the Borrower may make Restricted Payments pursuant to Holdings to permit Holdings to pay (i) any taxes (at the then applicable rate) which are due and in accordance with stock option plans or other benefit plans for management or employees of payable by Holdings and the Borrower and their Subsidiaries as part of a consolidated group, or any of the direct or indirect equityholders of Holdings as a result of the ownership of such equity interests, (ii) customary fees to members of its board of directors, payments in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of Holdings or any of its Subsidiaries, (iii) ordinary course corporate operating expenses and (iv) Borrower or any Restricted Subsidiary fees and expenses to the extent permitted under clause (i) of the second sentence of Section 6.8; (e) Investments permitted by Section 6.6; (f) Holdings may make Restricted Payments in respect the form of Employment Arrangements common equity of Holdings or preferred equity of Holdings; (including but not limited g) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may make Restricted Payments to Holdings to permit Holdings to purchase its common stock or common stock options from present or former officers, consultants and directors or employees (and their heirs, estates and assigns) of Equity Interests in Borrower)Holdings, (v) the Borrower or any Restricted Subsidiary upon the death, disability or termination of employment of such officer or employee or pursuant to any equity subscription, shareholder, employment or other agreement; provided that the aggregate amount of payments under this clause (g) in any fiscal year of Holdings shall not exceed $11,250,000 plus any proceeds actually received from key man life insurance policies; and provided further that, without regard to the preceding provisions of this clause (g) and in addition to purchases permitted under such preceding provisions, the Borrower may make a Restricted Payment Payments to Holdings to permit Holdings to purchase its common stock or common stock options from employees (and their heirs, estates and assigns) upon the death, disability or termination of such employee or pursuant to any equity subscription, shareholder, employment or other agreement, or pursuant to “put rights” exercised by such employees as a Put Arrangementresult of the death, (vi) Borrower disability or termination of their employment by the Borrower, Holdings or any Restricted Subsidiary may make dividends or distributions during the period of common Equity Interests or options or rights to acquire common Equity Interests, and 24 months after the Closing Date; and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stockh) provided that immediately no Default or Event of Default is continuing or would result therefrom, the Borrower may make Restricted Payments with Excess Specified Asset Sale Proceeds to the extent that after giving pro forma effect to such Restricted Payments under this clause (vii)Payments, the aggregate amount Consolidated Total Leverage Ratio for the most recently ended period of Restricted Payments made under this clause (vii) after September 30, 2000 does four fiscal quarters of Holdings shall not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment3.75:1.00.

Restricted Payments. No Borrower or Subsidiary will make any Restricted Payments, other than, so long as no Default or Event of Default has occurred and is continuing nor would result therefrom, (a) The payments made under Acquisition Services Agreements, (b) Restricted Payments made to repurchase Equity Interests of any Borrower will notowned by an officer, and ------------------- will not permit director, consultant or employee of any Borrower in connection with the termination of its Restricted Subsidiaries tosuch officer’s, declare director’s, consultant’s or makeemployee’s employment, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in provided the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees amount of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause Section 6.18(b) made by the Borrowers in any fiscal year does not exceed $1,000,000, (vii)c) Restricted Payments made from one Borrower to another Borrower, (d) Restricted Payments consisting of dividends (including tax payments) payable to minority owners of a Subsidiary that is not a Wholly-Owned Subsidiary pursuant to the terms of the relevant constituent document, (e) Restricted Payments made to repurchase stock of ▇▇▇▇▇ so long as after giving effect thereto the Borrowers’ Total Cash Flow Leverage Ratio is less than or equal to 2:00 to 1:00, (f) Restricted Payments consisting of cash dividends payable to common shareholders of ▇▇▇▇▇, (g) Restricted Payments consisting of prepayments of Indebtedness incurred in connection with Permitted Acquisitions or under Acquisition Services Agreements so long as the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 prepaid by the Borrowers does not exceed the sum $5,000,000, (h) payments made in satisfaction of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day APC’s obligations under Section 7.7 of the fiscal quarter ended immediately preceding APC LLC Agreement, as may be amended in accordance with the date terms of such Restricted Paymentthis Agreement, or (i) payments made in satisfaction of ▇▇▇▇▇’▇ obligations under Section 7.7 of the DiscoverReady LLC Agreement, as may be amended from time to time in accordance with the terms of this Agreement.

Restricted Payments. (a) The Borrower will Loan Parties shall not, and ------------------- will not nor shall they permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree make any Restricted Payment except: (a) unless (i) after giving effect to pay or make, directly or indirectly, any the making of such Restricted Payment, except (i) no Default or Event of Default shall have occurred and be continuing, and the Borrower may declare shall be in actual and pay dividends pro-forma compliance with respect the covenants set forth in Section 6.03 (as calculated as of the most recently ended Fiscal Quarter for which the Borrower is then required to its capital stock not to exceed $10,000,000 have delivered quarterly financial statements in accordance with Section 6.01(a) or (b) as if such Restricted Payment and all related transactions (including the aggregate making of any Credit Extensions hereunder in any fiscal yearconnection therewith) had been consummated as of the last day of such Fiscal Quarter), (ii) Excess Liquidity shall be at least $15,000,000 on each day from the 30th day prior to the making of such Restricted Subsidiaries may declare Payment through and pay dividends ratably with respect including the 30th day after the making of such Restricted Payment, as calculated on a pro forma basis as if such Restricted Payment (including the making of any Credit Extensions hereunder in connection therewith) had been made on the 30th day prior to their capital stockthe actual making thereof, and (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does by the Loan Parties during any Fiscal Year shall not exceed $25,000,000; provided, that so long as the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for Borrower maintains Excess Liquidity greater than the Excess Liquidity Requirement on each calendar quarter ended during day from the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect 30th day prior to the making of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a such Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to through and including the last 30th day of after the fiscal quarter ended immediately preceding the date making of such Restricted Payment, as calculated on a pro forma basis as if such Restricted Payment (including the making of any Credit Extensions hereunder in connection therewith) had been consummated on the 30th day prior to the actual making thereof, the amount of such Restricted Payment shall not count against the annual $25,000,000 limitation in this clause (iii); and (b) each Subsidiary may make Restricted Payments to any Person that owns Capital Securities in such Subsidiary, ratably according to their respective holdings of the type of Capital Securities in respect of which such Restricted Payment is being made.

Restricted Payments. (a) The Borrower will notDeclare, and ------------------- will not permit order, pay, make or set apart any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, sum for any Restricted Payment, except as follows: (a) the Borrower, Holdings or any Subsidiary Guarantor may make Restricted Payments to the Borrower, Holdings or any other Subsidiary Guarantor (and if such Subsidiary Guarantor is not a Wholly-Owned Subsidiary, to its other holders of common capital stock on a pro rata basis); (b) the Borrower, Holdings and each Subsidiary Guarantor may make (i) the Borrower may declare Excluded Payments and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) any Restricted Subsidiaries Payment contemplated by, or in furtherance of, the Holdings Restructurings (so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom); (c) the Borrower, Holdings and each Subsidiary Guarantor may declare make Restricted Payments to any Person; provided that the following conditions in clauses (i) through (vii) below have been satisfied: (i) either cash or Cash Equivalents in an amount equal to the Required Debt Service Reserve Amount shall be on deposit in the Loan Debt Service Reserve Account or an Acceptable Letter of Credit in an undrawn stated amount not less than the Required Debt Service Reserve Amount shall have been issued to the Collateral Agent as beneficiary; (ii) there shall then be on deposit in the Loan Debt Service Account cash or Cash Equivalents in an amount equal to 1/6th of the principal of and pay dividends ratably with respect to their capital stock, interest due and payable on the Term Loan on the next succeeding Principal Payment Date multiplied by the number of 30-day periods elapsed in full since the immediately preceding Principal Payment Date; (iii) the Borrower may make Consolidated Interest Coverage Ratio is at least 3.00:1.00 for (A) the period of four consecutive fiscal quarters of Holdings for which financial statements are available ended immediately prior to the date of such Restricted Payments pursuant Payment; provided that if at any time during such period, the Term Loan has not been made or the Holdings Restructurings have not been completed, the ratio described above for such period shall be determined on a pro forma basis after giving effect to the Term Loan and the Holdings Restructurings (to the extent completed), as if the Term Loan had been fully drawn and the Holdings Restructurings (to the extent completed) had occurred at the beginning of such period; and (B) each period of four consecutive fiscal quarters of Holdings beginning with the fiscal quarter in accordance with stock option plans or other benefit plans for management or employees which such Restricted Payment is made (determined based upon projections prepared in good faith on the basis of assumptions which Holdings believes to be reasonable at the Borrower time made and its Subsidiaries, certified by a Responsible Officer of Holdings); (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect the aggregate amount of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common StockRestricted Payments made with the proceeds of Additional Parity Debt) provided that immediately made since the Closing Date is less than Free Cash Flow since the Closing Date; (v) after giving effect to such Restricted Payments under this clause Payment, amounts sufficient to fund the Borrower’s obligations pursuant to Section 2.6 as a result of any event having occurred giving rise to any obligation described in Section 2.6 are available to the Borrower; (vii), the aggregate amount vi) no Default or Event of Restricted Payments made under this clause Default shall occur and be continuing or would result therefrom; and (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received there shall be no breach by Borrower or any Restricted Subsidiary in respect NPC of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as of its obligations under either ECA that would reasonably be expected to have a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentMaterial Adverse Effect.

Restricted Payments. (a) The Borrower Subject to the penultimate paragraph of Section 6.01, the Parent will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except (i) Payment at any time; provided that the Borrower Parent may declare and pay dividends with respect make Restricted Payments in cash (including, without limitation, Restricted Payments to Affiliates), subject to the satisfaction of each of the following conditions on the date of such Restricted Payment and after giving effect thereto: (a) the Parent and any of its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare repurchase from management, employees and pay dividends ratably with respect directors equity interests distributed to their capital stocksuch management, (iii) the Borrower may make Restricted Payments employees and directors pursuant to and in accordance with stock option plans or other benefit plans for management in an aggregate amount up to but not exceeding $10,000,000 during any single fiscal year, provided that such figure shall be increased by the aggregate net cash proceeds received by the Parent after the date hereof from additional equity contributions or employees the issuance of the Borrower equity interests and its Subsidiariesnot applied to make Restricted Payments under this paragraph (a) during any preceding fiscal year or to Investments under paragraph (a)(iii), (iv) Borrower or (ix) of Section 8.05; (b) so long as at the time such Restricted Payment is made and after giving effect thereto no Default shall have occurred and be continuing, the Parent and any of its Restricted Subsidiary Subsidiaries may make Restricted Payments during any fiscal year in respect of Employment Arrangements (including an aggregate amount up to but not limited to purchase exceeding 25% of Equity Interests in Borrower), Excess Cash Flow for the immediately preceding fiscal year; and (vc) Borrower or the Parent and any of its Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary Subsidiaries may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the in an aggregate amount not to exceed $5,000,000 at any time outstanding. Nothing herein shall be deemed to prohibit the payment of any dividend or distribution or the making of any payment in cash on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any equity interest in any Subsidiary of the Company so long as either (i) the portion of such dividends, distributions or other payments that are paid to the Company and its Restricted Payments made under this clause (vii) after September 30, 2000 does Subsidiaries are not exceed less than the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (portion thereof that such Persons would be entitled to received if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, such dividends, distributions and other proceeds received by Borrower payments were declared and paid ratably to the shareholders, partners and other equityholders of such Subsidiary or any Restricted Subsidiary (ii) such payment is being made in respect of any the purchase by such Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments Subsidiary from one or more of its equityholders of minority interests held by such equityholders in any Unrestricted Subsidiary which is redesignated as a such Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken so long as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentpurchase is an Investment permitted under Section 8.05(a).

Restricted Payments. (a) The Borrower Parent will not, and ------------------- nor will not it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayment at any time, except that the Parent may declare and make any Restricted Payment in cash (including, without limitation, Restricted Payments to Affiliates) so long as (i) on the Borrower may declare date of such Restricted Payment and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearafter giving effect thereto no Default shall have occurred and be continuing, and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, either (iiix) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such thereto the aggregate amount of cash and Cash Equivalents held by the Parent and its Restricted Payments under this clause Subsidiaries (vii), excluding cash and Cash Equivalents securing reimbursement obligations in respect of Secured LOCs) plus the aggregate amount of unused Revolving Credit Commitments is at least $300,000,000 (provided that the aggregate amount of Restricted Payments made under as permitted by this clause (viix) after September 30, 2000 does the date hereof shall not exceed $600,000,000) or (y) the sum aggregate amount of such Restricted Payment together with all other Restricted Payments (Aexcluding Restricted Payments made as permitted by the immediately preceding clause (x)) $60,000,000 plus (B) 50made after the date hereof shall not exceed 25% of Borrower's consolidated quarterly net income (if positive) cumulative Excess Cash Flow for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30commencing on January 1, 2000 to 2010 through and including the last day of the fiscal quarter year most recently ended immediately preceding prior to the date of such Restricted Payment.. Nothing herein shall be deemed to prohibit the payment of any dividend or distribution or the making of any payment in cash on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any equity interest in any Subsidiary of the Company so long as either (i) the portion of such dividends, distributions or other payments that are paid to the Company and its Restricted Subsidiaries are not less than the portion thereof that such Persons would be entitled to received if such dividends, distributions and other payments were declared and paid ratably to the shareholders, partners and other equityholders of such Subsidiary or (ii) such payment is being made in respect of the purchase by such Restricted Subsidiary from one or more of its equityholders of minority interests held by such equityholders in such Restricted Subsidiary, so long as such purchase is an Investment permitted under Section 8.05(a). Credit Agreement

Restricted Payments. The Borrowers will not make any Restricted Payment at any time, provided that, so long as at the time thereof, and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, the Borrowers may make the following Restricted Payments (subject, in each case, to the applicable conditions set forth below): (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary Borrowers may make Restricted Payments in cash to their members in an amount equal to the Tax Payment Amount with respect to any fiscal period or portion thereof (net of Restricted Payments previously made under this paragraph (a) in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrowersuch period), so long as at least fifteen days prior to making any such Restricted Payment, the Borrowers shall have delivered to each Lender (vi) Borrower or any notification of the amount and proposed payment date of such Restricted Subsidiary Payment and (ii) a statement of a Senior Officer (and, in the event such period is a full fiscal year, the Borrower's independent certified public accountants) setting forth a detailed calculation of the Tax Payment Amount for such period and showing the amount of such Restricted Payment and all previous Restricted Payments made pursuant to this Section 8.09(a) in respect of such period; (b) the Borrowers may make a Restricted Payment pursuant payments in cash in respect of Management Fees to a Put Arrangement, the extent permitted under Section 8.11 hereof; Credit Agreement (vic) Borrower or any Restricted Subsidiary the Borrowers may make dividends payments in cash in respect of the interest on Affiliate Subordinated Indebtedness constituting Supplemental Capital or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and Cure Monies; and (viid) Borrower or any Restricted Subsidiary the Borrowers may make other Restricted Payments payments in cash in respect of the principal of Affiliate Subordinated Indebtedness and distributions in respect of the equity capital of the Borrowers and may request the issuance of Affiliate Letters of Credit (other than cash dividends on its common Stocksuch payment and issuance being collectively called "Permitted Transactions"), so long as (i) provided that immediately in the case of any Permitted Transaction consisting of a payment in respect of the principal of Affiliate Subordinated Indebtedness, or distribution in respect of equity capital, constituting Cure Monies, at least one complete fiscal quarter shall have elapsed subsequent to the last date upon which the Borrowers shall have utilized their cure rights under Section 9.02 hereof, without the occurrence of any Event of Default (and, for purposes hereof, unless the Borrowers indicate otherwise at the time of any such payment, such payment or distribution shall be deemed to be made first from Cure Monies and second from Supplemental Capital); (ii) after giving effect to such Restricted Payments under this clause any Permitted Transaction during any fiscal quarter (vii)the "current fiscal quarter") and to the making of any Capital Expenditures pursuant to Section 8.12(b) hereof during the current fiscal quarter, the aggregate amount of Restricted Payments made under this clause Borrowers would (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including at the last day of the most recent fiscal quarter ended immediately preceding prior to the date current fiscal quarter) have been in compliance on a pro forma basis with Section 8.10 hereof, the determination of such Restricted Payment.compliance to be determined as if

Restricted Payments. (a) The Borrower will not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except Payments or RIC Tax Distributions (other than RIC Tax Distributions made in accordance with Section 2.7 or 2.8) other than distributions of (i) the Borrower may declare and pay dividends amounts paid to it in accordance with respect to its capital stock not to exceed $10,000,000 Section 2.7 or 2.8 on a Payment Date as set forth in the aggregate in any fiscal yearrelated Payment Date Report, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockthe proceeds of Advances, (iii) during the Borrower may make Restricted Payments pursuant to and in accordance Revolving Period, or thereafter with stock option plans or other benefit plans for management or employees the consent of the Borrower and its SubsidiariesAdministrative Agent, Zero Value Assets, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited amounts necessary to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or RIC Tax Distribution on any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (date other than cash dividends on its common Stocka Payment Date (each, an “Intra-Quarter Permitted RIC Distribution”) provided if (A) the Borrower provides five (5) Business Days’ notice to the Administrative Agent together with a certificate certifying that immediately as of such date of certification, the Borrower expects to, after giving effect to such Restricted Payments Intra-Quarter Permitted RIC Distribution and all Collections the Borrower expects to receive by the immediately following Payment Date, have sufficient funds to make all payments on such immediately following Payment Date to Persons entitled to receive all payments in priority to RIC Tax Distributions under Section 2.7 (together with a schedule specifying the amount of (x) the Collections that will remain in the Collection Account immediately after such Intra-Quarter Permitted RIC Distribution, (y) the Collections the Borrower expects to receive by the immediately following Payment Date and (z) the amounts that would be required to satisfy all payments in priority to RIC Tax Distributions under Section 2.7 on such immediately following Payment Date (assuming for purposes of this clause that the Advances Outstanding (and the rate of Interest incurred) and the Unused Facility Amount (and the rate of Non-Usage Fee incurred) shall remain constant from the date of such certification) and (B) no RIC Tax Distribution under this clause (viiiv) had been made in the applicable calendar year or (v) amounts on deposit in the Operating Account; provided that, distributions may be made under the foregoing clauseclauses (i), (ii), (iii) and, (iv) and (v) only if immediately before and after giving effect to such distribution, (x) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does Advances Outstanding shall not exceed the sum Availability and (y) no Default or Event of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentDefault shall exist.

Restricted Payments. Make any Restricted Payment unless: (a) The Borrower will notno Default or Event of Default has occurred and is continuing or would occur as a consequence thereof, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except and (ib) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause Payment on a pro forma basis, the Interest Coverage Ratio for the immediately preceding 4 fiscal quarter period for which internal financial statements have been delivered to Agent would not have been less than 2.0:1.0, and (viic) such Restricted Payment (the value of any such payment, if other than cash, being determined in good faith by the Managers of Borrowers and evidenced by a resolution set forth in a certificate signed by the chief financial officer of Borrowers delivered to Agent), together with the aggregate amount of all other Restricted Payments made under this clause after the Note Issuance Date (viiincluding Restricted Payments permitted by clauses (1), (2) after September 30and (7) of the following sentence and excluding Restricted Payments permitted by the other clauses therein), 2000 does not exceed is less than the sum of of: (A) $60,000,000 plus (Bi) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect sum of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period Consolidated Net Income (taken as one accounting period) from and after June 30, 2000 to and including the last day beginning of the first full fiscal quarter immediately following the Note Issuance Date to the end of Parent’s most recently ended immediately preceding fiscal quarter for which internal financial statements are available at the date time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, 100% of such deficit), plus (ii) 100% of the aggregate net cash proceeds (or of the net cash proceeds received upon the conversion of non-cash proceeds into cash) received by the applicable Borrower from (x) the issuance or sale, other than to a Subsidiary, of Equity Interests of such Borrower (other than Disqualified Capital Stock or in connection with Specified Equity Contributions) and (y) any equity contribution from a holder of such Borrower’s Capital Stock (other than a Subsidiary and excluding Specified Equity Contributions), in each case, after the Note Issuance Date and on or prior to the time of such Restricted Payment; provided, that net cash proceeds from Specified Equity Contributions shall not be included, plus (iii) 100% of the aggregate net cash proceeds (or of the net cash proceeds received upon the conversion of non-cash proceeds into cash) received by the applicable Borrower from the issuance or sale, other than to a Subsidiary, of any convertible or exchangeable debt security of such Borrower that has been converted or exchanged into Equity Interests of the applicable Borrower (other than Disqualified Capital Stock) pursuant to the terms thereof after the Note Issuance Date and on or prior to the time of such Restricted Payment (including any additional net cash proceeds received by such Borrower upon such conversion or exchange), plus LEGAL_US_W # 62188650.14 (iv) the aggregate Return from Unrestricted Subsidiaries after the Note Issuance Date and on or prior to the time of such Restricted Payment. Notwithstanding the foregoing, nothing in this Section will prohibit: (1) the payment of any dividend within 60 days after the date of declaration thereof, if at said date of declaration such payment would not have been prohibited by the provisions of this Agreement; (2) the redemption, purchase, retirement or other acquisition of any Equity Interests of any Borrower in exchange for, or out of the proceeds of, the substantially concurrent sale (other than to a Subsidiary) of, other Equity Interests of such Borrower (other than Disqualified Capital Stock); (3) with respect to each tax year or portion thereof that a Borrower qualifies as a Flow Through Entity and so long as clause (a) above is satisfied, the payment of Permitted Tax Distributions (whether paid in such tax year or portion thereof, or any subsequent tax year), provided, that in the case of the portion, if any, of any Permitted Tax Distributions that is proposed to be distributed for a particular taxable period or portion thereof, which portion of such Permitted Tax Distribution is attributable to a Flow Through Entity that is not a Restricted Subsidiary, such portion of such proposed Permitted Tax Distribution shall be limited to the Excess Cash Distribution Amount for Taxes; (4) distributions or payments (i) to any Excluded Person for or in respect of tax preparation, accounting, licensure, legal and administrative fees and expenses, including travel and similar reasonable expenses, incurred on behalf of Borrowers or their respective Restricted Subsidiaries or in connection with PGP’s ownership of Borrowers or their respective Restricted Subsidiaries, consistent with industry practice, (ii) so long as clause (a) above is satisfied pursuant to, and in accordance with, Management Agreements in effect from time to time, provided that (A) to the extent a subordination agreement with respect to such Management Agreement is required to be entered into pursuant to Section 7.21, such distributions are permitted by such subordination agreement and (B) the aggregate amount payable to PGP or any other Excluded Person (excluding any payments (x) permitted by Section 7.16 and (y) payable under employment, consulting or similar agreements or arrangements entered into in the ordinary course of business for which an executed subordination agreement is not required to be delivered pursuant to Section 7.21), pursuant to the Management Agreements or any employment, consulting or similar agreements or arrangements for any fiscal year shall not exceed 5.00% of Consolidated EBITDA for the immediately preceding fiscal year, and (iii) so long as clause (a) above is satisfied, to pay reasonable and customary directors’ or managers’ fees to, and indemnity provided on behalf of, the Managers of PGP and Borrowers, and reimbursement of customary and reasonable travel and similar expenses incurred on behalf of Borrowers and the Restricted Subsidiaries in the ordinary course of business; LEGAL_US_W # 62188650.14 (5) so long as clause (a) above is satisfied, (i) the repurchase, redemption or other retirement or acquisition of Equity Interests of any Borrower’s or any Restricted Subsidiary’s respective employees, members or managers (or their heirs or estates) that, in each case, are not Excluded Persons or (ii) any dividend, distribution or other payment to PGP to enable PGP to repurchase, redeem, or otherwise retire or acquire Equity Interests of PGP’s or its Restricted Subsidiaries’ respective employees, members or managers (or their heirs or estates) that are not Excluded Persons, in an aggregate amount for all Restricted Payments pursuant to this clause (5) not to exceed $750,000 in any twelve month period on and after the Note Issuance Date (provided, however, that any amounts not used in any such twelve month period may be carried forward to the next succeeding twelve month period until used); (6) the redemption and repurchase of any Equity Interests of Borrowers or any of the Restricted Subsidiaries to the extent required by any Gaming Authority; (7) any dividend, distribution or other payment by any of the Restricted Subsidiaries on its Equity Interests that is paid pro rata to all holders of such Equity Interests; (8) payments that are made with Specified Equity Contributions; and (9) so long as (A) the Restricted Payment is otherwise not prohibited by the Indenture (after giving effect to any amendment or waiver thereof), (B) clause (a) above is satisfied and (C) the aggregate amount of Excess Availability plus cash and Cash Equivalents subject to satisfactory Control Agreements, after giving effect to each such Restricted Payment, is at least $10,000,000, Restricted Payments not otherwise permitted by this Section 7.11 in an aggregate amount during the term of this Agreement pursuant to this clause (9) not to exceed $25,000,000.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests or accept any capital contribution (other than with respect to a Minimum Availability Cure Provision to the extent permitted hereunder), 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) each Subsidiary of a Loan Party may make Restricted Payments to any Loan Party; (i) if the Tier 1 Payment Conditions are satisfied, the Lead Borrower may declare and pay dividends with respect make Restricted Payments to its capital stock the Parent, in an amount not to exceed exceed, when aggregated with the Restricted Payments described in clause (ii) below and payments of the Parent Indebtedness made pursuant to Section 7.07(c)(i) and Section 7.07(c)(ii), $10,000,000 6,000,000.00 in the aggregate in any fiscal year, twelve-month period; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockif the Tier 2 Payment Conditions are satisfied, (iii) the Lead Borrower may make Restricted Payments to the Parent, in an amount not to exceed, when aggregated with all Restricted Payments made pursuant to clause (i) above and payments of the Parent Indebtedness made pursuant to Section 7.07(c)(i) and Section 7.07(c)(ii), $2,000,000.00 in accordance with stock option plans the aggregate in any twelve-month period; and (iii) if the Tier 3 Payment Conditions are satisfied, the Lead Borrower may make other Restricted Payments to the Parent; and (c) the Loan Parties and each Subsidiary may declare and make dividend payments or other benefit plans for management distributions payable solely in the common stock or employees other common Equity Interests of such Person; (d) the Lead Borrower and its Subsidiaries, may pay Management Fees to the extent permitted pursuant to Section 7.09 hereof; (ive) the Lead Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited such payments as are required under the Tax Sharing Agreement to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment the extent permitted pursuant to a Put Arrangement, Section 7.09 hereof; and (vif) the Lead Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and Holdings consistent with past practices (viii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions pay franchise taxes and other proceeds received amounts allocable to the Lead Borrower and its Subsidiaries required by Borrower Holdings or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, Parent to maintain the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.Lead Borrower’s corporate existence,

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not permit nor shall Parent or any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except ; provided that: (a) (i) the Borrower Parent may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Parent’s Adjusted FFO for each Fiscal Quarter ending thereafter, or (y) the amount necessary for Parent to be able to make distributions required to maintain its status as a REIT and pay dividends to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Parent; provided further that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to its capital stock the Borrower or the acceleration of the Obligations, Parent shall not to exceed $10,000,000 in the aggregate in make any fiscal year, cash distributions; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant ratably to the holders of its Equity Interests to permit Parent to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Parent, the Borrower or any Guarantor may declare and in accordance with stock option plans make dividend payments or other benefit plans for management distributions payable solely in the common equity interests or employees other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (e) Parent, the Borrower and its Subsidiarieseach Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, (iv) options or other securities convertible into or exchangeable for equity interests of Parent, the Borrower or any Restricted Subsidiary; (f) so long as no Change of Control results therefrom, Parent, the Borrower and each Subsidiary may make Restricted Payments in respect connection with the implementation of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; ​ ​ ​ (g) so long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Put Arrangement, (vi) Borrower or any Restricted Subsidiary Guarantor may make dividends or distributions to allow Parent to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of common Equity Interests this Agreement; and (h) Parent may exercise any redemption or options or conversion rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means its Equity Interests in accordance with the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding the date of governing documents setting out any such Restricted Paymentrights.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit Declare or pay any of its Restricted Subsidiaries to, declare or makedividend on, or agree to pay make any payment on account of, or makeset apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of the Borrower or any Subsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Borrower or any Restricted PaymentSubsidiary, or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a “Derivatives Counterparty”) obligating the Borrower or any Restricted Subsidiary to make payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Payments”), except that: (i) any Restricted Subsidiary may make Restricted Payments to the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in or any fiscal yearSubsidiary Guarantor, (ii) Non-Guarantor Subsidiaries that are Domestic Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Domestic Subsidiaries that are Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) Non-Guarantor Subsidiaries that are Foreign Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries that are Restricted Subsidiaries; (b) (i) provided that (x) no Default or Event of Default is continuing or would result therefrom and (y) the Fixed Charge Coverage Ratio for the most recently ended period of four consecutive fiscal quarters of the Borrower exceeds 2.00:1.00 for such period immediately before and on a pro forma basis immediately after giving effect to such Restricted Payment, the Borrower may make Restricted Payments in an aggregate amount not to exceed an amount equal to the Available Amount and (ii) make Restricted Payments in an aggregate amount not to exceed the greater of (A) $100,000,000 and (B) 1.75% of Consolidated Total Assets as of the end of the four fiscal quarter period most recently ended immediately prior to the date of such Restricted Payment for which financial statements have been delivered pursuant to Section 6.1; (c) the Borrower may make Restricted Payments pursuant to Holdings, to permit Holdings to pay (i) any taxes which are due and payable by Holdings or such Parent Company, the Borrower and the Restricted Subsidiaries as part of a consolidated group (or shareholders of Holdings, to the extent such taxes are attributable to Holdings, the Borrower and the Restricted Subsidiaries, but not greater than the amount that would be payable by the Borrower, on a consolidated basis, if the Borrower were the taxpayer), (ii) customary fees, salary, bonus, severance and other benefits payable to, and indemnities provided on behalf of, their current and former officers and employees and members of their board of directors, (iii) ordinary course corporate operating expenses and other fees and expenses required to maintain its corporate existence, (iv) fees and expenses to the extent permitted under clause (i) of the second sentence of Section 7.9 and (v) reasonable fees and expenses incurred in accordance connection with stock option plans any unsuccessful debt or other equity offering by Holdings or such Parent Company to the extent that the proceeds thereof were intended to be used for the benefit plans for management or employees of the Borrower and its Restricted Subsidiaries, ; (ivd) the Borrower may make Restricted Payments in the form of common stock of the Borrower; (e) the Borrower or any Restricted Subsidiary may make Restricted Payments in respect to, directly or indirectly, purchase its Capital Stock from present or former officers, directors, consultants, agents or employees (or their estates, family members or former spouses) of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)Holdings, (v) the Borrower or any Restricted Subsidiary may make a Restricted Payment upon the death, disability, retirement or termination of the applicable officer, director, consultant, agent or employee or pursuant to a Put Arrangementany equity subscription agreement, (vi) Borrower stock option or any Restricted Subsidiary may make dividends equity incentive award agreement, shareholders’ or distributions of common Equity Interests members’ agreement or options similar agreement, plan or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) arrangement; provided that immediately after giving effect to such Restricted Payments the aggregate amount of payments under this clause (vii), e) in any fiscal year of the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does Borrower shall not exceed the sum of (Ai) $60,000,000 20,000,000 (which shall increase to $30,000,000 subsequent to the consummation of a Holdings IPO) plus (Bii) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Periodany proceeds received from key man life insurance policies, plus (Ciii) all interest the amount of any bona fide cash bonuses otherwise payable to members of management, directors or consultants of Holdings, any Parent Company, the Borrower or its Restricted Subsidiaries in connection with the Transactions that are foregone in return for the receipt of Capital Stock the fair market value of which is equal to or less than the amount of such cash bonuses; provided that any Restricted Payments permitted (but not made) pursuant to this clause (e) in the any prior fiscal year may be carried forward to any subsequent calendar year, subject to a maximum of $40,000,000 in any calendar year (which shall increase to $60,000,000 subsequent to the consummation of a Holdings IPO); and principal paymentsprovided, dividendsfurther, distributions and other proceeds received by that cancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary in respect by any member of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used abovemanagement of Holdings, the applicable "Calculation Period" Borrower or its Restricted Subsidiaries in connection with respect a repurchase of the Capital Stock of Holdings, the Borrower or its Restricted Subsidiaries will not be deemed to constitute a Restricted Payment means for purposes of this Section 7.6; (f) the period (taken as one accounting period) from Borrower and after June 30, 2000 its Restricted Subsidiaries may make noncash repurchases of Capital Stock deemed to and including the last day occur upon exercise of stock options or similar equity incentive awards if such Capital Stock represent a portion of the fiscal quarter ended immediately preceding the date exercise price of such options or similar equity incentive awards; (g) [Intentionally Omitted]; (h) the Borrower may make Restricted PaymentPayments to allow Holdings or any Parent Company to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of any such Person; (i) provided that no Default or Event of Default is continuing or would result therefrom, after a Holdings IPO, the Borrower may make Restricted Payments to Holdings so that Holdings may make Restricted Payments to its equity holders in an aggregate amount not exceeding 6.0% per annum of the Net Cash Proceeds received by the Borrower from any Equity Issuance in connection with a public offering of Capital Stock of Holdings; provided that the Available Amount shall be reduced by a corresponding amount of any such Restricted Payments; (j) [Intentionally Omitted]; and (k) to the extent constituting Restricted Payments, the Borrower and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 7.4, 7.5, 7.7 and 7.9.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not permit nor shall Parent or any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except ; provided that: (a) (i) the Borrower Parent may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Parent’s Adjusted FFO for each Fiscal Quarter ending thereafter, or (y) the amount necessary for Parent to be able to make distributions required to maintain its status as a REIT and pay dividends to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Parent; provided further that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to its capital stock the Borrower or the acceleration of the Obligations, Parent shall not to exceed $10,000,000 in the aggregate in make any fiscal year, cash distributions; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant ratably to the holders of its Equity Interests to permit Parent to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Parent, the Borrower or any Guarantor may declare and in accordance with stock option plans make dividend payments or other benefit plans for management distributions payable solely in the common equity interests or employees other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights ​ plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (e) Parent, the Borrower and its Subsidiarieseach Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, (iv) options or other securities convertible into or exchangeable for equity interests of Parent, the Borrower or any Restricted Subsidiary; (f) so long as no Change of Control results therefrom, Parent, the Borrower and each Subsidiary may make Restricted Payments in respect connection with the implementation of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; (g) so long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Put Arrangement, (vi) Borrower or any Restricted Subsidiary Guarantor may make dividends or distributions to allow Parent to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of common Equity Interests this Agreement; and (h) Parent may exercise any redemption or options or conversion rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means its Equity Interests in accordance with the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding the date of governing documents setting out any such Restricted Paymentrights.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests, (iiic) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (ivd) the Borrower or any Restricted Subsidiary may make Restricted Payments repurchase its Equity Interests that were issued to a seller in respect of Employment Arrangements a Permitted Acquisition so long as (i) no Default or Event of Default has occurred and is continuing prior to making such Restricted Payment or would arise after giving effect (including but not limited to purchase giving effect on a pro forma basis) thereto, (ii) any such repurchase occurs within the twelve-month period immediately following the consummation of such Permitted Acquisition, (iii) at the time of the consummation of such Permitted Acquisition, the Borrower could have paid such seller in cash in lieu of such Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (viiiv) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect (including giving effect on a pro forma basis) thereto, the Total Leverage Ratio is less than or equal to 3.00 to 1.00, and (e) the Borrower and its Subsidiaries may make any other Restricted Payment so long as no Default or Event of Default has occurred and is continuing prior to making such Restricted Payments under this clause Payment or would arise after giving effect (vii), including giving effect on a pro forma basis) thereto and the aggregate amount of all such Restricted Payments made under this clause (vii) after September 30, 2000 during any fiscal year of the Borrower does not exceed $75,000,000; provided that, if at the sum time of and immediately after giving effect (Aincluding giving effect on a pro forma basis) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used abovethereto, the applicable "Calculation Period" with respect Total Leverage Ratio is less than or equal to a Restricted Payment means the period (taken as one accounting period) from and after June 302.50 to 1.00, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of there shall be no Dollar limitation on such Restricted PaymentPayments.

Restricted Payments. (a) The Neither Borrower will, nor will not, and ------------------- will not either Borrower permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment or enter into any agreement which obligates any such Persons to make any such Restricted Payment; provided, except that so long as no Default or Event of Default has occurred which is continuing or will result therefrom, (ia) the Borrower TEL may declare and pay dividends with respect to its capital stock on the TEL Preferred Stock in an amount not to exceed $10,000,000 in the aggregate 1,000,000 in any fiscal yearFiscal Year, (b) TEL may repurchase shares of its common stock from individual shareholders holding less than 100 shares for an aggregate consideration not exceeding $25,000 in any Fiscal Year, (c) subject toSection 8.1 TEL and its Subsidiaries may complete the Permitted Redemption of 1997 Notes and 9 3/4% Notes and may otherwise purchase, repurchase, redeem, retire or defease any Debt with respect to which TEL or any of its Subsidiaries is the obligor within eighteen (18) months of the scheduled maturity thereof (i) with proceeds of Debt securities (other than the Obligations) issued to Persons other than TEL and its Subsidiaries after the Closing Date or with proceeds of equity securities issued to Persons other than TEL and its Subsidiaries after the Closing Date (such Restricted Payments to be made substantially simultaneously with the receipt of such proceeds except with respect to the Permitted Redemption of 1997 Notes and 9 3/4% Notes), and (ii) with proceeds of the Loan and from other available cash; provided, that the aggregate amount of all Restricted Subsidiaries may declare and pay dividends ratably with respect Payments made pursuant to their capital stockthis clause (c) (ii) shall not exceed the Restricted Payment Limit. As used herein, "Restricted Payment Limit" means (w) $50,000,000 minus (x) the aggregate amount of the Restricted Payments made pursuant to clause (ii) ofSection 8.2(c) on or after the Closing Date, (iiiy) minus $9,005,000 in respect of repurchases of 1997 Notes prior to the Borrower may Closing Date, plus (z) net proceeds to TEL and its Subsidiaries of Debt and equity securities (other than the Obligations) issued to Persons other than TEL and its Subsidiaries after the Closing Date and not utilized to make Restricted Payments pursuant to and clause (i) ofSection 8.2(c); provided, that (i) in accordance with stock option plans or other benefit plans for management or employees of no event shall this clause (z) operate to increase the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant Limit to a Put Arrangement, (vi) Borrower or an amount greater than $50,000,000 at any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Intereststime, and (viiii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during issue of Debt or equity securities in excess of the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, amount necessary to replenish the applicable "Calculation Period" with respect to a Restricted Payment means Limit to $50,000,000 shall not be carried forward and utilized to replenish the period (taken as one accounting period) from and after June 30, 2000 Restricted Payment Limit at any date subsequent to and including the last day of the fiscal quarter ended immediately preceding the date of receipt of such Restricted Paymentproceeds."

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or makeSubsidiaries, directly or indirectly, to make any Restricted Payment, except Payment after the Amendment Effective Date except: (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 repurchases of Syndicated Interests in the an aggregate amount in any fiscal year, Fiscal Year up to $20,000,000 plus the proceeds received during such Fiscal Year of any resale of such repurchased Syndicated Interests; (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any each Restricted Subsidiary may make Restricted Payments to the Borrower and any other Restricted Subsidiary and any other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a which such Restricted Payment pursuant to a Put Arrangement, is being made; (vic) Borrower or any Restricted Subsidiary may make dividends or distributions if at the time of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payment on a pro forma basis, (i) the Senior Secured Leverage Ratio is equal to or less than 2.00:1.00, (ii) no Default or Event of Default shall have occurred and be continuing and (iii) the Borrower and its Restricted Subsidiaries would be in compliance with the financial covenants set forth in Section 6.01, Restricted Payments under this clause to Persons that are not Loan Parties; (vii)d) if at the time of and, after giving effect to such Restricted Payment on a pro forma basis, (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Borrower and its Restricted Subsidiaries would be in compliance with the financial covenants set forth in Section 6.01, Restricted Payments to Persons that are not Loan Parties in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of exceeding (A) $60,000,000 200,000,000, plus (B) 50% if, after giving effect to such Restricted Payment on a pro forma basis, the Leverage Ratio would not be greater than the Leverage Ratio set forth in Section 6.01(b), additional Restricted Payments up to the Available Amount at such time; (e) repurchases by the Borrower of Borrower's consolidated quarterly net income its common stock from holders thereof of less than 100 shares of its common stock; (if positivef) for each calendar quarter ended during the applicable Calculation PeriodBorrower may make scheduled cash dividend payments at the times and to the extent required by the terms of any agreement evidencing or governing the Series A Preferred Stock; and (g) so long as (i) no Default or Event of Default shall have occurred and be continuing at the time thereof or would result therefrom and (ii) after giving effect thereto on a pro forma basis, plus (C) the Leverage Ratio would not be greater than 3.00:1.00, repurchases, redemptions and/or other acquisitions of all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect portion of any Restricted Investment during the applicable Calculation PeriodSeries A Preferred Stock with (A) cash on hand or (B) proceeds of the Loans or the issuance or proceeds of other Indebtedness, plus (D) all Restricted Investments in any Unrestricted Subsidiary the incurrence of which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentnot prohibited under Section 6.03.

Restricted Payments. Neither the Borrower nor any of its Subsidiaries shall declare or make any Restricted Payment; provided that (a) The the foregoing shall not operate to restrict, prohibit or prevent (1) lease payments made by the Borrower will notor any Subsidiary in accordance with the terms and conditions of the Fleet Lease Transaction and the National City Lease Transaction, (2) the payment of proceeds arising from, and ------------------- will upon, the disposition of Property subject to and in accordance with the terms and conditions of the Fleet Lease Transaction and the National City Lease Transaction and (3) distributions to the Originators in connection with the Permitted Receivables Transfer and (b) the Borrower may, commencing with the March 15, 2003 scheduled dividend, resume (but may not permit make any payments that were previously due and not paid) making the regularly scheduled 6% dividends on the Fruehauf Preferred Stock on a quarterly basis in an amount per quarter not to exceed 6% of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except the Stated Value Per Share (as defined in the Fruehauf Preferred Stock) so long as (i) the Borrower may declare no Unmatured Default or Default shall have occurred and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearbe continuing hereunder, (ii) no Unmatured Default or Default would have occurred under the financial covenants set forth in clause (1), (2), (3) and (4) below if such financial covenants had been in full force and effect from the Effective Date to the date of declaration of such proposed Restricted Subsidiaries may declare Payment on the Fruehauf Preferred Stock and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make has appointed a full-time permanent chief executive officer as of the date of declaration of such proposed Restricted Payments Payment on the Fruehauf Preferred Stock. For purposes of this Section 6.3(O), on and prior to the date of the declaration of any proposed Restricted Payment on the Fruehauf Preferred stock pursuant to and in accordance with stock option plans or other benefit plans for management or employees of this Section 6.3(O), the Borrower shall have, and shall have caused each of its SubsidiariesSubsidiaries to have, complied with the following financial covenants set forth in clauses (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower1), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement2), (vi3) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii4) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of below: (A) $60,000,000 plus (B) 50% If the Borrower shall have reported a cumulative tax benefit as of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the any fiscal quarter ended immediately preceding specified below, the date Borrower shall, as of the last day of such Restricted Payment.fiscal quarter, maintain Consolidated Tax Adjusted Equity at an amount not less than the applicable "Minimum Consolidated Tax Adjusted Equity" specified below: Minimum Consolidated Fiscal Quarter Ending Tax Adjusted Equity --------------------- ------------------- June 30, 2002 $106,376,000 September 30, 2002 $113,535,000 December 31, 2002 $107,267,000 March 31, 2003 $ 99,064,000 June 30, 2003 $100,681,000 September 30, 2003 $103,283,000 December 31, 2003 $ 96,504,000 (B) If the Borrower shall not have reported a cumulative tax benefit as of the last day of any fiscal quarter specified below, the Borrower shall, as of the last day of such fiscal quarter, maintain Consolidated Equity at an amount not less than the applicable "Minimum Consolidated Equity" specified below: Minimum Consolidated Fiscal Quarter Ending Equity --------------------- -------------------- June 30, 2002 $101,492,000 September 30, 2002 $110,961,000 December 31, 2002 $100,966,000 March 31, 2003 $ 87,882,000 June 30, 2003 $ 90,461,000 September 30, 2003 $ 94,751,000 December 31, 2003 $ 84,077,000 (A) The Borrower shall not permit the Interest Coverage Ratio as of the last day of each of the calendar months specified below, for the cumulative period commencing on April, 2002 and ending on the last day of such calendar month, to be less than the applicable "Minimum Interest Coverage Ratio" specified below: Minimum Interest Fiscal Quarter Ending Coverage Ratio --------------------- ---------------- June 30, 2002 1.50 to 1 September 30, 2002 1.50 to 1 December 31, 2002 1.25 to 1 (B) The Borrower shall not permit the Interest Coverage Ratio as of the last day of each fiscal quarter of the Borrower specified below, for the period of four consecutive fiscal quarters then ending, to be less than the applicable "Minimum Interest Coverage Ratio" specified below: Minimum Interest Fiscal Quarter Ending Coverage Ratio --------------------- -------------- March 31, 2003 1.25 to 1 June 30, 2003 1.25 to 1 September 30, 2003 1.25 to 1 December 31, 2003 1.25 to 1

Restricted Payments. (a) The Borrower Company will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except Payments other than with respect to (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Permitted Seller Debt (as defined in the aggregate in any fiscal year, Senior Credit Agreement) and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments repurchases of management units pursuant to the terms and in accordance with stock option plans conditions of any employment agreements between the Company or other benefit plans for any of its Subsidiaries and the management or employees of the Borrower and Company or any of its Subsidiaries, . (ivb) Borrower The Company will not permit Sleepmaster or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)Sleepmaster to, (v) Borrower directly or any Restricted Subsidiary may indirectly, make a Restricted Payment pursuant unless: (i) immediately before and immediately after giving effect to such proposed Restricted Payment on a Put Arrangementpro forma basis, no Default or Event of Default shall have occurred and be continuing and such Restricted Payment shall not be an event which is, or after notice or lapse of time or both, would be, an "event of default" under the terms of any Indebtedness of Sleepmaster or its Restricted Subsidiaries; (viii) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, immediately before and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments Payment on a pro forma basis, Sleepmaster could incur $1.00 of additional Indebtedness (other than Permitted Indebtedness) under this clause the provisions described under Section 6.1 herein; and (vii)iii) after giving effect to the proposed Restricted Payment, the aggregate amount of all such Restricted Payments declared or made after the date of the Subordinated Notes Documents does not exceed the sum of: (A) 50% of the aggregate Consolidated Net Income of Sleepmaster accrued on a cumulative basis during the period beginning on the first day of Sleepmaster's Fiscal Quarter beginning after the date of the Subordinated Notes Documents and ending on the last day of Sleepmaster's last Fiscal Quarter ending prior to the date of the Restricted Payment (or, if such aggregate cumulative Consolidated Net Income shall be a loss, minus 100% of such loss); (B) the aggregate Net Cash Proceeds (including the Fair Market Value of property other than Cash, provided that such Fair Market Value is determined by the Board of Advisors of Sleepmaster in good faith and evidenced by a Board Resolution set forth in an officer's certificate delivered to the Lender and, if the Fair Market Value is in excess of $5 million, an opinion as to the value thereof issued by an investment banking firm of national standing, (a copy of which shall be delivered to the Lender), which opinion shall provide a specific value which, or a range of values the lowest point of which, is not lower than the value set forth in the Board Resolution; provided, further, that such property is related, ancillary or complementary to any business of Sleepmaster and its Restricted Subsidiaries) received after the date of the Subordinated Notes Documents by Sleepmaster either (1) as capital contributions in the form of common equity to Sleepmaster or (2) from the issuance or sale (other than to any of its Subsidiaries) of Qualified Capital Stock of Sleepmaster or any options, warrants or rights to purchase such Qualified Capital Stock of Sleepmaster (except, in each case, to the extent such proceeds are used to purchase, redeem or otherwise retire Capital Stock or Subordinated Indebtedness as set forth below in clause (ii) or (iii) of paragraph (c) below) (and excluding the Net Cash Proceeds from the issuance of Qualified Capital Stock financed, directly or indirectly, using funds borrowed from Sleepmaster or any Subsidiary until and to the extent such borrowing is repaid); (C) the aggregate Net Cash Proceeds (including the Fair Market Value of property other than Cash; provided, that such Fair Market Value is determined by the Board of Advisors of Sleepmaster in good faith and evidenced by a Board Resolution set forth in an officer's certificate delivered to the Lender and, if the Fair Market Value is in excess of $5 million, an opinion as to the value thereof issued by an investment banking firm of national standing (a copy of which shall be delivered to the Lender), which opinion shall provide a specific value which, or a range of values the lowest point of which, is not lower than the value set forth in the Board Resolution, and provided further, that such property is related, ancillary or complementary to any business of Sleepmaster and its Restricted Subsidiaries) received after the date of this Agreement by Sleepmaster (other than from any of its Subsidiaries) upon the exercise of any options, warrants or rights to purchase Qualified Capital Stock of Sleepmaster (and excluding the Net Cash Proceeds from the exercise of any options, warrants or rights to purchase Qualified Capital Stock financed, directly or indirectly, using funds borrowed from Sleepmaster or any Subsidiary until and to the extent such borrowing is repaid); (D) the aggregate Net Cash Proceeds received after the date of the Subordinated Notes Documents by Sleepmaster from the conversion or exchange, if any, of debt securities or Redeemable Capital Stock of Sleepmaster or its Restricted Subsidiaries into or for Qualified Capital Stock of Sleepmaster plus, to the extent such debt securities or Redeemable Capital Stock were issued after the date of the Subordinated Notes Documents, the aggregate of Net Cash Proceeds from their original issuance (and excluding the Net Cash Proceeds from the conversion or exchange of debt securities or Redeemable Capital Stock financed, directly or indirectly, using funds borrowed from Sleepmaster or any Subsidiary until and to the extent such borrowing is repaid); and (1) in the case of the disposition or repayment of any Investment constituting a Restricted Payment made after the date of the Subordinated Notes Document, an amount (to the extent not included in Consolidated Net Income) equal to the lesser of the return of capital with respect to such Investment and the initial amount of such Investment, in either case, less the cost of the disposition of such Investment and net of taxes, and (2) in the case of the designation of an Unrestricted Subsidiary as a Restricted Subsidiary (as long as the designation of such Subsidiary as an Unrestricted Subsidiary was deemed a Restricted Payment), the Fair Market Value of Sleepmaster's interest in such Subsidiary provided that such amount shall not in any case exceed the amount of the Restricted Payment deemed made at the time the Subsidiary was designated as an Unrestricted Subsidiary. (c) Notwithstanding the foregoing, and in the case of clauses (ii) through (xi) below, so long as no Default or Event of Default is continuing or would arise therefrom, the foregoing provisions shall not prohibit the following actions (each of clauses (i) through (xi) being referred to as a "Permitted Payment"): (i) the payment of any dividend within 60 days after the date of declaration thereof, if at such date of declaration such payment was permitted by the provisions of paragraph (b) of this Section 6.3 and such payment shall have been deemed to have been paid on such date of declaration and shall not have been deemed a "Permitted Payment" for purposes of the calculation required by paragraph (b) of this Section 6.3; (ii) the repurchase, redemption, or other acquisition or retirement for value of any shares of any class of Capital Stock of Sleepmaster in exchange for (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which Cash is paid in lieu of the issuance of fractional shares or scrip), or out of the Net Cash Proceeds of a substantially concurrent issuance and sale for Cash (other than to a Subsidiary) of, other shares of Qualified Capital Stock of Sleepmaster; provided, that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (iii)(B) of paragraph (b) of this Section 6.3; (iii) the repurchase, redemption, defeasance, retirement or acquisition for value or payment of principal of any Subordinated Indebtedness in exchange for, or in an amount not in excess of the Net Cash Proceeds of, a substantially concurrent issuance and sale for Cash (other than to any Subsidiary of Sleepmaster) of any Qualified Capital Stock of Sleepmaster; provided, that the Net Cash Proceeds from the issuance of such shares of Qualified Capital Stock are excluded from clause (iii)(B) of paragraph (b) of this Section 6.3; (iv) the refinancing of any Subordinated Indebtedness, including the repurchase, redemption, defeasance, retirement, acquisition for value or payment of principal of any Subordinated Indebtedness (other than Redeemable Capital Stock) through the substantially concurrent issuance of new Subordinated Indebtedness; provided, that any such new Subordinated Indebtedness (A) shall be in a principal amount that does not exceed the principal amount so refinanced (or, if such Subordinated Indebtedness provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration thereof, then such lesser amount as of the date of determination), plus the lesser of (1) the stated amount of any premium or other payment required to be paid in connection with such a refinancing pursuant to the terms of the Indebtedness being refinanced or (2) the amount of premium or other payment actually paid at such time to refinance the Indebtedness, plus, in either case, the amount of expenses of Sleepmaster incurred in connection with such refinancing; (B) has an Average Life to Stated Maturity greater than the remaining Average Life to Stated Maturity of the Subordinated Indebtedness being refinanced; and (C) is expressly subordinated in right of payment to the Subordinated Notes at least to the same extent as the Subordinated Indebtedness to be refinanced; (v) the purchase or redemption of shares of Special Preferred Stock issued subsequent to the date of the Subordinated Notes Documents; provided, that immediately following such purchase or redemption the Consolidated Fixed Charge Coverage Ratio of Sleepmaster is not less than 2.0:1; (vi) the declaration or payment of dividends or other distributions, or the making of loans, to the Company for (A) reasonable and customary salary, bonus and other benefits payable to officers, employees and consultants of the Company consistent with past practice, (B) reasonable fees and expenses paid to members of the Board of Advisors of the Company consistent with past practice, (C) general corporate overhead expenses of the Company in the ordinary course of business consistent with past practice, (D) management, consulting or advisory fees paid to the Company to permit the Company to pay management, consulting or advisory fees, in each case, not to exceed $500,000 in any fiscal year, and (E) the repurchase, redemption or other acquisition or retirement for value of any Capital Stock of the Company or Sleepmaster held by any member or former member of the Company's or Sleepmaster's (or any of the Sleepmaster's Restricted Subsidiaries') management pursuant to any management equity subscription agreement, securityholders agreement or unit option agreement, in each case as in effect as of the date of this Agreement; provided, (1) with respect to clauses (A) through (C) above in the aggregate, the aggregate amount paid does not exceed $500,000 in any Fiscal Year and (2) with respect to clause (E) above, the aggregate price paid shall not exceed (x) $2 million in any calendar year (with unused amounts in any one calendar year being carried over to the immediately succeeding calendar year subject to a maximum (without giving effect to clause (y)) of $5 million in any calendar year), plus (y) the Net Cash Proceeds contributed to Sleepmaster by the Company from any issuance or reissuance of Capital Stock by the Company to members of management of Sleepmaster and its Restricted Subsidiaries (provided that the Net Cash Proceeds contributed to Sleepmaster from the issuance of such shares of Capital Stock are excluded from clause (iii)(B) of paragraph (b) of this Section 6.3 to the extent used pursuant to this clause (vi)(E) of paragraph (c) of this Section 6.3) and the proceeds to Sleepmaster of any "key-man" life insurance policies; provided that the cancellation of Indebtedness owing to Sleepmaster from members of management of Sleepmaster or any Restricted Subsidiary in connection with such repurchase of Capital Stock will not be deemed to be a Restricted Payment; (vii) distributions to the Company of Tax Amounts with respect to such calendar year, which distributions or payments may be made from time to time with respect to a calendar year, based on reasonable estimates of such Tax Amounts, as are necessary in order for the Company to make estimated and final payments of income tax with respect to the Taxable Income of Sleepmaster with respect to such calendar year; provided, that in the event that the amounts which were actually distributed under this clause (vii) after September 30, 2000 does not with respect to such calendar year exceed the sum of (A) $60,000,000 plus (B) 50% of Borrowerrequired Tax Amounts with respect to such calendar year as determined by Sleepmaster's consolidated quarterly net income (if positive) for each calendar quarter ended during accountants, the applicable Calculation PeriodCompany shall promptly pay to Sleepmaster such excess; provided, plus (C) further, that all interest and principal payments, dividends, such distributions and other proceeds received by Borrower or any Restricted Subsidiary payments in respect of any Restricted Investment during a calendar year are made no later than 120 days after the applicable Calculation Period, plus end of such calendar year; (Dviii) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used abovethe declaration and payment of dividends on Redeemable Capital Stock issued on after the date of this Agreement, the applicable "Calculation Period" Incurrence of which satisfied the covenant set forth in the first paragraph of Section 6.1(b); (ix) repurchases of Capital Stock deemed to occur upon the exercise of stock options if such Capital Stock represents a portion of the exercise price thereof; (x) loans, advances, dividends or distributions from Sleepmaster to the Company in an amount equal to the current Cash interest payments then due on the Sleep Investor Promissory Notes as in effect on the Closing Date; provided, that with respect to a Restricted Payment means the period (taken as one accounting period) from any such loans, advances, dividends or distributions and after June 30giving effect thereto, 2000 the Consolidated Fixed Charge Coverage Ratio of Sleepmaster is not less than 2.0:1; and (xi) additional Restricted Payments, other than those listed above, not to and including exceed $5 million in the last day of aggregate while the fiscal quarter ended immediately preceding the date of such Restricted PaymentNote is outstanding.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (ia) the Borrower may declare pay management fees or enter into or permit to exist any agreement or arrangement for the payment of management fees, so long as such fees are expressly subordinated to the Term Facility and pay dividends with respect to its capital stock not to so long as such management fees do not, in the aggregate, exceed $10,000,000 15,000,000 in any calendar year; (b) the Borrower may pay guarantee fees pursuant to guarantees permitted under Section 7.02(f), or enter into or permit to exist any agreement or arrangement for the payment of guarantee fees, so long as such fees are expressly subordinated to the Term Facility and so long as such guarantee fees do not, in the aggregate in aggregate, exceed $1,000,000 at any fiscal year, time; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiic) the Borrower may make Restricted Payments to allow Newsday Holdings LLC to pay taxes in an aggregate amount not to exceed the amount the Borrower would be obligated to pay if such Borrower were not a pass-through entity and were a taxpayer entity; (d) the Borrower may make the Distribution; (e) so long as immediately after giving pro forma effect to such Restricted Payment, (A) the Borrower shall be in pro forma compliance with the covenant set forth in Section 7.10 such compliance to be determined on the basis of the financial information most recently delivered to the Administrative Agent and the Lenders pursuant to and in accordance with stock option plans Section 6.01(a) or other benefit plans for management or employees (b) as though such Restricted Payment had been consummated as of the first day of the fiscal period covered thereby, and (B) the Borrower and its Subsidiariesshall have $25,000,000 of unrestricted cash available, the Borrower may make Restricted Payments from the Available Amount, less any Investments made pursuant to Section 7.03(i); and (ivf) the Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but an amount not limited to purchase of Equity Interests in Borrower), (v) Borrower or exceed $10,000,000 less any Restricted Subsidiary may make a Restricted Payment payments made pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentWorking Capital Adjustment.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not nor shall it permit Global Medical REIT or any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except ; provided that: (a) (i) Prior to the Borrower Fiscal Quarter ending December 31, 2019, Global Medical REIT may declare or make cash distributions to its equity holders, provided, however, that (ii) commencing with the Fiscal Quarter ending December 31, 2019, Global Medical REIT may declare or make cash distributions to its equity holders in an aggregate amount not to exceed the greater of (x) ninety-five percent (95%) of Global Medical REIT’s Adjusted FFO for each Fiscal Quarter ending thereafter, or (y) the amount necessary for Global Medical REIT to be able to make distributions required to maintain its status as a REIT and pay dividends to avoid the imposition of any federal or state income tax, and to avoid the imposition of the excise tax described by Section 4981 of the Code, in each case on Global Medical REIT; provided further that, in either case, (A) during the continuance of an Event of Default, Restricted Payments made pursuant to clause (a) shall not exceed the amounts described in clause (y), and (B) following a Bankruptcy Event with respect to its capital stock the Borrower or the acceleration of the Obligations, Global Medical REIT shall not to exceed $10,000,000 in the aggregate in make any fiscal year, cash distributions; (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant ratably to the holders of its Equity Interests to permit Global Medical REIT to make the Restricted Payments permitted under clause (a) above; (c) each Subsidiary may make Restricted Payments ratably to the holders of its Equity Interests; (d) Global Medical REIT, the Borrower or any Guarantor may declare and in accordance with stock option plans make dividend payments or other benefit plans for management distributions payable solely in the common equity interests or employees other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by such entity, (ii) distributions of rights or equity securities under any rights plan adopted by such entity and (iii) distributions (or effect stock splits or reverse stock splits) with respect to its equity interests payable solely in additional shares of its equity interests; (e) Global Medical REIT, the Borrower and its Subsidiarieseach Guarantor may make cash payments in lieu of the issuance of fractional shares representing insignificant interests in connection with the exercise of warrants, (iv) options or other securities convertible into or exchangeable for equity interests of Global Medical REIT, the Borrower or any Restricted Subsidiary; (f) so long as no Change of Control results therefrom, Global Medical REIT, the Borrower and each Subsidiary may make Restricted Payments in respect connection with the implementation of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to any retirement, health, stock option and other benefit plans, bonus plans, performance based incentive plans, and other similar forms of compensation; (g) so long as no Change of Control results therefrom, the Borrower and each Subsidiary that is a Put Arrangement, (vi) Borrower or any Restricted Subsidiary Guarantor may make dividends or distributions to allow Global Medical REIT to make payments in connection with share purchase programs, to the extent not otherwise prohibited by the terms of common Equity Interests this Agreement; and (h) Global Medical REIT may exercise any redemption or options or conversion rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means its Equity Interests in accordance with the period (taken as one accounting period) from and after June 30, 2000 to and including the last day terms of the fiscal quarter ended immediately preceding the date of governing documents setting out any such Restricted Paymentrights.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except that (ia) a wholly-owned Subsidiary of the Borrower may declare make a Restricted Payment to the Borrower or another wholly-owned Subsidiary of the Borrower, (b) provided no Default has occurred and pay dividends with respect is continuing or would result therefrom, the Borrower may pay, prepay, redeem or purchase the Subordinated Debentures, provided further that if the Borrower pays, prepays, redeems or purchases Subordinated Debentures and the aggregate amount paid exceeds $25,000,000, the Borrower's Leverage Ratio calculated as of such day must be less than or equal to its capital stock 3.00 to 1.00, and (c) provided no Default has occurred and is continuing or would result therefrom, the Borrower or any Subsidiary may make Restricted Payments of the kind described in clause (b) of the definition of the term "Restricted Payments" in an aggregate amount not to exceed $10,000,000 in the aggregate 9,000,000 in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockprovided further that if the Borrower's Senior Debt is rated BBB- or higher by S&P or Baa3 or higher by Mood▇'▇, (iii) ▇▇en the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments of the kind described in respect clause (b) of Employment Arrangements (including but the definition of the term "Restricted Payments" in an aggregate amount not limited to purchase exceed $25,000,000 in any fiscal year and not to exceed $60,000,000 from the date hereof until the Maturity Date, excluding those dividends currently paid by the Borrower on its existing issuance of Equity Interests in Borrower)preferred stock, (v) and provided further that if the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other makes Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this of the kind described in clause (vii)b) of the definition of the term "Restricted Payments" in an aggregate amount equal to or exceeding $25,000,000, the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during Leverage Ratio calculated as of the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date making of such Restricted PaymentPayment must be less than or equal to 3.00 to 1.00. (f) Section 6.6(d)(iii). Section 6.6(d)(iii) is amended in its entirety as follows:

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries the other Group Members to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) the Borrower may declare and pay dividends Restricted Payments with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal yearadditional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Restricted Subsidiaries may declare and pay dividends make Restricted Payments ratably with respect to the holders of their capital stockEquity Interests, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans, other equity compensation plans or other benefit plans for management management, employees or employees other individual service providers of the Borrower and its Subsidiariesthe other Group Members which plans have been approved by the Borrower’s board of directors, to the extent such Restricted Payments are made in the ordinary course of business and (iv) the Borrower or any Restricted Subsidiary may make Restricted Payments in cash dividends and distributions with respect of Employment Arrangements (including but not limited to purchase of its Equity Interests on and after the date that the Deferred Purchase Price is paid in Borrowerfull in accordance with the terms of the Chesapeake Acquisition Agreement as in effect on the Eleventh Amendment Closing Date (A) in an amount not to exceed (1) until the Specified Permitted Second Lien Debt has been terminated and repaid in full, the lesser of (x) 100% of Distributable Free Cash Flow as of the time of such Restricted Payment (after giving effect to such payment and any other Free Cash Flow Utilizations occurring on such date) and (y) $10,000,000 per Fiscal Quarter and (2) thereafter, 100% of Distributable Free Cash Flow as of the time of such Restricted Payment (after giving effect to such payment and any other Free Cash Flow Utilizations occurring on such date), in each case of clauses (v1) Borrower or any Restricted Subsidiary may make and (2), so long as (aa) the Total Leverage Ratio, calculated on a Restricted Payment pursuant pro forma basis with respect to a Put Arrangementthe numerator of the Total Leverage Ratio, is less than 1.50 to 1.00 as of the date of such payment, (vibb) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately the Utilization Percentage does not exceed 80% after giving effect to such Restricted Payments Payment, (cc) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing as of the date of such Restricted Payment or would result therefrom and (dd) such Restricted Payment is permitted under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed Second Lien Note Purchase Agreement as in effect on the sum of (A) $60,000,000 plus Eleventh Amendment Closing Date and (B) 50% of Borrower's consolidated quarterly net income in an unlimited amount so long as (if positive1) for each calendar quarter ended during the applicable Calculation PeriodTotal Leverage Ratio, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as calculated on a Restricted Subsidiary. As used above, the applicable "Calculation Period" pro forma basis with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day numerator of the fiscal quarter ended immediately preceding Total Leverage Ratio, is less than or equal to 1.00 to 1.00 as of the date of such Restricted Payment, (2) the Utilization Percentage does not exceed 75% after giving effect to such Restricted Payment, (3) no Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing as of the date of such Restricted Payment or would result therefrom and (4) such Restricted Payment is permitted under Second Lien Note Purchase Agreement as in effect on the Eleventh Amendment Closing Date.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal year, additional shares of its common stock, (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, Equity Interests, (iiic) the Borrower and its Restricted Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Restricted Subsidiaries, (d) the Borrower may enter into, exercise its rights and perform its obligations under Permitted Call Spread Swap Agreements, (ive) the payment of any dividend within 60 days after the date of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of Section 6.07(g), (f) the redemption, repurchase, retirement, defeasance or other acquisition of any Capital Stock of the Borrower or any a Restricted Subsidiary may make Restricted Payments in respect exchange for, or out of Employment Arrangements (including but not limited to purchase the net cash proceeds of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments the substantially concurrent sale (other than cash dividends on to a Subsidiary) of, Capital Stock of the Borrower or such Restricted Subsidiary (other than Disqualified Stock), and (g) the Borrower and its common StockRestricted Subsidiaries may make additional Restricted Payments so long as (i) provided that immediately no Default or Event of Default has occurred and is continuing or would arise after giving effect to such Restricted Payments under this clause (vii), including pro forma effect) thereto and (ii) the sum of (x) the aggregate amount of such Restricted Payments and (y) the aggregate amount of all payments permitted by Section 6.09 made under in respect of Subordinated Indebtedness does not exceed $50,000,000 in the aggregate during any fiscal year of the Borrower; provided, that the foregoing aggregate limitation for Restricted Payments set forth in this clause (viig) after September 30, 2000 does shall not exceed apply so long as at the sum time of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect making of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment, the Leverage Ratio is less than or equal to 2.25 to 1.00 both immediately before and after giving effect (including pro forma effect) thereto.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment, Payment except for the following: (a) Restricted Payments by any Subsidiary of the Borrower to the Borrower or any Guarantor; and (b) cash dividends in any period of four consecutive Fiscal Quarters not to exceed: (i) 3% of the aggregate amount of Consolidated Net Income for such four Fiscal Quarter period, if the Total Liabilities to Consolidated Tangible Net Worth Ratio of the Borrower may declare and pay dividends with respect for such four Fiscal Quarter period is greater than or equal to its capital stock not 1.5 to exceed $10,000,000 in the aggregate in any fiscal year, 1; and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect 10% of the aggregate amount of Consolidated Net Income for such four Fiscal Quarter period, if the Total Liabilities to their capital stock, (iii) Consolidated Tangible Net Worth Ratio of the Borrower may make Restricted Payments pursuant for such four Fiscal Quarter period is less than the 1.5 to 1; provided, however, that in the event that as a result of the application of the formulae in clause (b) above the Borrower declares or pays a cash dividend or dividends in an amount which is permitted under clause (b) above in one or more Fiscal Quarters and the result of such permitted cash dividend or dividends is that, as a consequence of changes in accordance with stock option plans or other benefit plans for management or employees the Consolidated Net Income of the Borrower and its Subsidiaries, in a subsequent Fiscal Quarter the Borrower has exceeded the amount permitted under clause (ivb) above such cash dividend shall not be required to be refunded to the Borrower and the same shall not constitute a Default or Event of Default hereunder, but the Borrower shall not be permitted to declare or pay any cash dividend in such Fiscal Quarter; provided further that the Restricted Payments described in clause (b) 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 Indebtedness (other than the Obligations) of the Borrower or any Restricted Subsidiary may make of its Subsidiaries; provided further that (i) the Restricted Payments described in respect of Employment Arrangements clause (including but b) above shall not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, be permitted unless before and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this Payments, the Borrower shall be in compliance with the financial covenants contained in Article IV on a pro forma basis and (ii), for purposes of calculating Total Liabilities to Consolidated Tangible Net Worth Ratio in clause (vii), the aggregate amount of Restricted Payments made under this clause (viib) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day Net Worth of the fiscal quarter ended Borrower for the immediately preceding Fiscal Quarter shall be calculated as if any Equity Issuance that occurs in the date of current Fiscal Quarter prior to such Restricted Paymentcash dividend had occurred in the previous Fiscal Quarter.

Restricted Payments. Declare or make any Restricted Payment, except that: (a) The the Borrower will not, and ------------------- will not permit or any of its Restricted Subsidiaries to, may declare and pay dividends and distributions payable solely in Qualified Equity Interests of the Borrower or make, or agree to pay or make, directly or indirectly, such Restricted Subsidiary; (b) any Restricted Payment, except (i) Subsidiary of the Borrower may declare and pay dividends with respect (i) to its capital stock not to exceed $10,000,000 in the aggregate in Borrower or any fiscal year, Restricted Subsidiary of the Borrower or (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect on a pro rata basis to their capital stock, its equity holders; (iiic) the Borrower may make payments to employees in the ordinary course of business related to equity-based compensation issued to employees; (d) so long as no Event of Default shall exist, the Borrower may at any time, and from time to time after the Closing Date, make Restricted Payments in an aggregate amount not to exceed, when combined with the aggregate amount of Investments made pursuant to Section 7.02(f) and the aggregate amount of prepayments of any Junior Financing pursuant to Section 7.13(i), $100,000,000 in accordance with stock option plans or other benefit plans for management or employees of any fiscal year (provided that any unused portion may be carried forward to the immediately succeeding fiscal year); (e) the Borrower may at any time, and from time to time after the Closing Date, make Restricted Payments, so long as (i) the Borrower and its SubsidiariesRestricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18 after giving effect to such Restricted Payment, (ivii) after giving effect thereto on a Pro Forma Basis as of the date of such Restricted Payment, the Borrower’s Consolidated Total Net Leverage Ratio is less than 3.50 to 1.00 and (iii) no Event of Default shall exist before or after giving effect to such Restricted Payment; (f) the Borrower may repurchase or refinance its outstanding Equity Interests out of the proceeds of a substantially concurrent issue of, or an exchange for, Qualified Equity Interests so long as immediately before and after giving effect thereto, the Borrower and its Restricted Subsidiaries shall be in compliance on a Pro Forma Basis with Section 7.18; (g) the Borrower and any Restricted Subsidiary may make Restricted Payments to redeem or repurchase the Equity Interests held by any minority shareholder in any joint venture or Subsidiary that is not wholly-owned directly or indirectly by Company; provided that such Restricted Payment shall constitute an Investment otherwise permitted pursuant to Section 7.02; (h) the Borrower or any Subsidiary may make cash payments in lieu of issuing fractional shares in connection with any exercise of stock options or warrants otherwise permitted hereunder; (i) to the extent constituting a Restricted Payment, the Borrower or any Restricted Subsidiary may make Restricted Payments scheduled payments of deferred purchase price, working capital adjustments or other similar payments pursuant to any Acquisition consummated on or prior to the Closing Date or other Acquisition consummated in respect of Employment Arrangements accordance with the terms hereof; (including but not limited to purchase of j) the Borrower may repurchase Equity Interests held in Borrower)the Borrower from directors, (v) officers and employees of the Borrower or any Restricted Subsidiary, or their respective spouse, heirs, or estate planning vehicles, family trusts or comparable entities or persons, upon the death, disability or termination of employment by the Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangementof such director, (vi) Borrower officer or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) employee; provided that immediately (i) no Event of Default shall have occurred and be continuing at the time of such payment; (ii) after giving effect to such Restricted Payments under this clause payment on a Pro Forma Basis the Loan Parties would be in compliance with the financial covenants set forth in Section 7.18; and (vii), iii) the aggregate amount of Restricted Payments payments made under this clause by the Borrower for such repurchases (viiincluding payments of principal on any promissory note issued in connection with such repurchases) after September 30, 2000 does shall not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments 15,000,000 in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, fiscal year or $30,000,000 in the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentaggregate.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any Equity Interests, except 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) any Borrower and any Designated Guarantor may make Restricted Payments to any other Borrower or any other Designated Guarantor; (b) any Excluded Guarantor may make Restricted Payments to any Borrower or any Designated Guarantor; (c) the Borrowers may declare or pay cash dividends to the Equity Investor so long as after giving pro forma effect to such proposed distribution the Borrowers shall be in pro forma compliance with the financial covenants set forth in Section 7.11 as demonstrated by delivery of a Compliance Certificate to the Administrative Agent in form and substance satisfactory to the Administrative Agent provided that (i) the Borrower may declare and pay dividends with respect to its capital stock in FYE 2006, such Restricted Payments shall not to exceed $10,000,000 in the aggregate in any fiscal year1,000,000 and shall not be paid prior to December 2006, (ii) such Restricted Subsidiaries may declare Payments shall not exceed $2,000,000 in the aggregate per Fiscal Year for each of FYE 2007 and pay dividends ratably with respect to their capital stockF▇▇ ▇▇▇▇, (iii▇▇▇) the Borrower may make such Restricted Payments pursuant shall not exceed $3,000,000 in the aggregate per Fiscal Year for FYE 2009 to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its SubsidiariesFYE 2011, (iv) Borrower or any as to each Restricted Subsidiary may make Payment under clauses (ii) and (iii) above, such Restricted Payments in respect shall be made at any time between May 15 and December 31 of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)each such Fiscal Year, (viv) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), c) shall be inclusive of any pass-through tax distributions attributable to the aggregate amount Equity Investor in the event any Borrower or Guarantor converts to a limited liability company and (v) any portion of any Restricted Payments made under Payment set forth in this clause (viic) after September 30not distributed in the Fiscal Year described above may be carried over, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) without duplication, for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower payment or any Restricted Subsidiary distribution in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentsubsequent Fiscal Years.

Restricted Payments. (a) The Borrower will notNo Credit Party shall, and ------------------- will not no Credit Party shall suffer or permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any Stock or Stock Equivalent, (ii) purchase, redeem or otherwise acquire for value any Stock or Stock Equivalent now or hereafter outstanding or (iii) make any payment or prepayment of principal of, premium, if any, interest, fees, redemption, exchange, purchase, retirement, defeasance, sinking fund or similar payment with respect to, Subordinated Indebtedness (the items described in clauses (i), (ii) and (iii) above are referred to as “Restricted Payments”); except that any Wholly-Owned Subsidiary of the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in Borrower or any fiscal yearWholly-Owned Subsidiary of the Borrower, and except that: (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiia) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees provided all of the Borrower following conditions are satisfied: (i) no Default or Event of Default has occurred and its Subsidiaries, is continuing or would arise as a result of such Restricted Payment; (ivii) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause Payment, the Credit Parties are in compliance on a pro forma basis with the covenant set forth in Section 6.3 (viiregardless of whether such covenant would otherwise be tested based on Availability), recomputed for the most recent fiscal month for which financial statements have been delivered; (iii) the aggregate amount of Restricted Payments permitted to be made under in any Fiscal Year of the Borrower pursuant to this clause Section 5.11(a) shall not exceed fifty percent (vii50%) of Excess Cash Flow for the immediately preceding Fiscal Year; (iv) for the most recent fiscal month for which financial statements have been delivered, average daily Availability was not less than $20,000,000; and (v) after September 30giving effect to such Restricted Payment, 2000 does Availability is not exceed less than $20,000,000; and (vi) at the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date time of such Restricted Payment, no Term Loan (including any Incremental Term Loan) is outstanding; provided, however, that no later than five (5) Business Days prior to making any Restricted Payment, the Borrower shall have delivered to Agent a certificate duly executed and completed by a financial officer of the Borrower stating the amount of the Restricted Payment and containing a schedule, in reasonable detail, setting forth the calculation demonstrating compliance with this Section 5.11(a). (b) the Borrower may make a special distribution to those Persons who were shareholders of the Borrower during 2014 prior to January 23, 2014, in an amount sufficient to pay the federal income taxes owed by such shareholders in respect of the federal taxable income of the Borrower allocable to such shareholder for the period from January 1, 2014 through January 23, 2014, taking into account any election under Section 1362(e)(3) of the Code to close the books of the Borrower as of January 23, 2014 (any such special distribution pursuant to this sentence, a “Special Tax Distribution”), in an aggregate amount not to exceed $1,000,000; and (c) the Borrower may redeem options to purchase shares of its common Stock, solely to the extent such redemption is made with the proceeds of the Borrower’s public offering of its common Stock within five (5) Business Days of the Borrower’s receipt of the proceeds of such public offering.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ia) each Subsidiary may make Restricted Payments to the Borrower or any wholly-owned Subsidiary; (b) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 make dividend payments or other distributions payable solely in the aggregate common stock of the Borrower; (c) so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom and, after giving effect thereto (and any incurrence of Indebtedness in any fiscal yearconnection therewith), (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect the Consolidated Leverage Ratio is less than 2.00 to their capital stock1.00, (iii) the Borrower may make Restricted Payments pursuant Permitted Share Repurchases in an aggregate amount not to and exceed 10.0% of Consolidated Net Worth (measured in accordance with stock option plans or other benefit plans for management or employees the case of any repurchase as of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day end of the fiscal quarter ended immediately preceding the date of such Restricted Paymentrepurchase); and (d) so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom and, after giving effect thereto (and any incurrence of Indebtedness in connection therewith), the Consolidated Leverage Ratio is less than 2.00 to 1.00, the Borrower may (i) issue any Permitted Convertible Indebtedness in accordance with Section 7.03(i) and enter into any equity swaps or options on the capital stock of the Borrower in connection therewith, (ii) satisfy its conversion or required repurchase obligations related to any Permitted Convertible Indebtedness issued by the Borrower in accordance with Section 7.03(i), in cash or Equity Interests of the Borrower or a combination thereof, (iii) exercise or settle any equity swaps or options on the capital stock of the Borrower entered into in connection with any Permitted Convertible Indebtedness, in each case in cash or Equity Interests of the Borrower or a combination thereof, and (iv) purchase Equity Interests of the Borrower in connection with the issuance of any Permitted Convertible Indebtedness.

Restricted Payments. (a) The Borrower will Credit Parties shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries Subsidiary to, declare or make, or agree to pay or make, directly or indirectly, indirectly pay any Restricted Payment, except (ia) the Borrower any Restricted Subsidiary may declare and pay dividends with respect Dividends to its capital stock not to exceed $10,000,000 in or for the aggregate in benefit of any fiscal yearBorrower or any Guarantor, and (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower Borrowers or any Restricted Subsidiary may make Restricted Payments in respect an unlimited amount so long as the Payment Conditions have been satisfied, determined on a pro forma basis as if such Restricted Payment had been made at the end of Employment Arrangements (including but not limited the last fiscal quarter for which financial statements are required to purchase of Equity Interests in Borrowerbe delivered pursuant to Section 5.1(a), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Payments Subsidiaries shall not be less than $25,000,000, (c) provided that clauses (c) and (d) of the definition of Payment Conditions have been satisfied, and after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000 (unless such prepayment will be made using proceeds from the issuance of Indebtedness permitted under this clause Section 6.2 or from the proceeds of the issuance of, or capital contributions to the, Capital Stock (viiother than Redeemable Stock not permitted by Section 6.2) of a Credit Party or any Restricted Subsidiary, the Borrowers may make prepayments on Additional Notes from the proceeds of any Disposition of Assets which do not constitute assets subject to the Borrowing Base permitted hereunder and (d) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, any Restricted Payment made in exchange for, or with the net cash proceeds from, the substantially concurrent sale of Capital Sock of the Parent (other than any Redeemable Stock and other than Capital Stock issued or sold to a Subsidiary of the Parent) or a substantially concurrent cash capital contribution received by the Parent from its shareholders, (e) the defeasance, redemption, repurchase, retirement or other acquisition of Indebtedness of the Parent or any Restricted Subsidiary that is contractually subordinated in right of payment to the Loans or the Guaranty in exchange for, or with the net cash proceeds from, an incurrence of Permitted Refinancing Debt, (f) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, the redemption, repurchase, retirement or other acquisition for value of any Capital Stock of the Parent or any of its Restricted Subsidiaries of the Parent held by employees, former employees, managers, former managers, consultants or former consultants of the Parent (or any of its Subsidiaries), ; provided that the aggregate amount of Restricted Payments made under this clause such repurchases and other acquisitions (viiexcluding amounts representing cancellation of Indebtedness) after September 30, 2000 does shall not exceed $5,000,000 (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum (without giving effect to the sum following parenthetical) of $10,000,000 in any calendar year) (A) $60,000,000 in each case plus (B) 50% the amount of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest cash and principal payments, dividends, distributions and other proceeds received by Borrower the Parent and its Restricted Subsidiaries (x) in respect of “key-man” life insurance and (y) from the issuance of Capital Stock by the Parent to members of management of the Parent and its Subsidiaries, to the extent that those amounts did not provide the basis for any previous Restricted Payment), (g) so long as no Default or Event of Default has occurred and is continuing and clauses (c) and (d) in the definition of Payment Conditions have been satisfied, and after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000 (unless such prepayment will be made using proceeds from the issuance of Indebtedness permitted under Section 6.2 or from the proceeds of the issuance of, or capital contributions to the, Capital Stock (other than Redeemable Stock not permitted by Section 6.2) of a Credit Party or any Restricted Subsidiary Subsidiary, payments of dividends on Redeemable Stock issued pursuant to Section 6.2, (h) repurchases of Capital Stock deemed to occur upon exercise of stock options if such Capital Stock represents a portion of the exercise price of such options, (i) cash payments in respect lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Capital Stock of the Parent; provided, however, that any such cash payment shall not be for the purpose of evading the limitation of this Section 6.6 (as determined in good faith by the board of director of the Parent), (j) so long as no Default or Event of Default has occurred and is continuing or would be caused thereby, payments of intercompany subordinated Indebtedness, the incurrence of which was permitted under Section 6.2 (provided, further, that the payment of intercompany subordinated Indebtedness to an Unrestricted Subsidiary, shall be further subject to the condition that, after giving effect to such payment, Availability plus unrestricted cash (subject to a full dominion Controlled Account Agreement in form and substance reasonably satisfactory to the Administrative Agent to the extent such cash is required to be in a Controlled Account Agreement pursuant to the Security Agreement) and cash equivalents of the Parent and its Restricted Subsidiaries shall not be less than $25,000,000), (k) any non-Credit Party may make any Restricted Payment to or for the benefit of any Subsidiary of the Credit Parties (and pro rata to any other equity holders, (l) Restricted Investment during Payments may be made to effectuate a Permitted Tax Restructuring, and (m) the applicable Calculation Period, plus (D) all Parent may make Restricted Investments Payments consisting of Capital Stock in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect whether pursuant to a Restricted Payment means the period (taken as one accounting period) from and after June 30distribution, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentdividend or any other transaction not prohibited hereunder.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries the Loan Parties to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) [reserved]; (b) dividends payable by the Borrower or Parent or another Loan Party solely in interests of any class of its Capital Stock (other than Capital Stock constituting Indebtedness); (c) the Borrower Parent may declare and pay dividends with respect to purchase fractional shares of its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yeararising out of stock dividends, (ii) Restricted Subsidiaries may declare splits or combinations or mergers, consolidations or other acquisitions and pay dividends ratably with respect to their cash in lieu of fractional shares upon the exercise of warrants, options or other securities convertible into or exercisable for capital stock, stock of Parent; (iiid) the Borrower Parent may (x) purchase stock or stock options of the Parent from present or former officers, directors or employees of any Loan Party or (y) make Restricted Payments payments pursuant to and in accordance with stock option plans or other benefit plans approved by the Parent’s board of directors for management directors, officers or employees of the Borrower and its SubsidiariesLoan Parties, in each case, in an aggregate amount not to exceed $2,000,000 in any Fiscal Year; (ive) Borrower or any Restricted Subsidiary may make payments of Permitted Subordinated Debt permitted under Section 7.11; (f) payments to PubCo permitted under Section 7.7(e); (g) Permitted Tax Distributions; (h) Restricted Payments in respect of Employment Arrangements by any Subsidiary to any Loan Party; (including but not limited to purchase of Equity Interests in Borrower)i) the Share Repurchase Payments; provided that, (v) Borrower no such dividends, distributions or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately may be made unless, after giving effect thereto, (x) the Borrower is in compliance with the financial covenant set forth in Section 6.1 at such time and (y) the Consolidated Leverage Ratio is 0.50 less than the maximum Consolidated Leverage Ratio permitted to be maintained under Section 6.2 at such time; and (j) other Restricted Payments under this clause (vii), by Parent not to exceed $6,000,000 in the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which Fiscal Year, provided: no such dividends may be made unless after giving effect thereto, (x) the Borrower is redesignated as a Restricted Subsidiary. As used above, in compliance with the applicable "Calculation Period" with respect financial covenant set forth in Section 6.1 at such time and (y) the Consolidated Leverage Ratio is 0.50 less than the maximum Consolidated Leverage Ratio permitted to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of be maintained under Section 6.2 at such Restricted Paymenttime.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except except: (a) intercompany loans and advances between Credit Parties to the extent permitted under SECTION 6.3; (b) dividends and distributions (i) by Subsidiaries of any Borrower paid to such Borrower, or (ii) by Parent paid in the Borrower form of capital Stock; (c) employee loans permitted under SECTION 6.4(b); (d) payments of principal and interest of Intercompany Notes issued in accordance with SECTION 6.3; (e) except as otherwise expressly set forth in SECTION 6.17(e): (i) beginning after the one year anniversary of the Closing Date, so long as (i) no Default or Event of Default has occurred and is continuing or would result from any such proposed payment, (ii) Borrowers and US Borrowers have aggregate Liquidity of at least US$15,000,000 (on a pro forma basis, with trade payables being paid currently, and CREDIT AGREEMENT expenses and liabilities being paid in the ordinary course of business, and without acceleration of sales) after giving effect to any such proposed payment, and (iii) Details and its Subsidiaries have a Fixed Charge Coverage Ratio (as certified by Details' chief financial officer) for the 12-month period ending at the end of the Fiscal Quarter ending immediately preceding the date such payment is proposed to be made of at least 1.5:1.0 after giving effect to such proposed payment as if it had been made during such Fiscal Quarter, then Borrowers and US Borrowers may make distributions to Parent in order for Parent to make payments of dividends on the Series B Preferred Stock in an aggregate amount not to exceed the accrued amounts due on the Series B Preferred Stock during any Fiscal Quarter pursuant to Section 1 of the Series B Certificate of Designation, and (ii) Parent may make payments of dividends on the Series B Preferred Stock in an aggregate amount not to exceed the accrued amounts due on the Series B Preferred Stock during any Fiscal Quarter pursuant to Section 1of the Series B Certificate of Designation; (i) except as otherwise expressly set forth in SECTION 6.17(c) so long as (i) no Default or Event of Default has occurred and is continuing or would result from any such proposed payment, (ii) Borrowers and US Borrowers have aggregate Liquidity of at least US$15,000,000 (on a pro forma basis, with trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business, and without acceleration of sales) after giving effect to any such proposed payment, and (iii) Details and its Subsidiaries have a Fixed Charge Coverage Ratio (as certified by Details' chief financial officer) for the 12-month period (or such shorter period, as appropriate, as is tested during the first 12 months following the Closing Date) ending at the end of the Fiscal Quarter ending immediately preceding the date such payment is proposed to be made of at least 1.5:1.0 after giving effect to such proposed payment as if it had been made during such Fiscal Quarter, then Borrowers and US Borrowers may make distributions to DDi Capital Corp. in order for DDi Capital Corp. to make, and DDi Capital Corp. may make, payments of interest on the Senior Accreting Notes in an aggregate amount not to exceed US$660,000 in any Fiscal Quarter; (ii) so long as (i) no Default or Event of Default has occurred and is continuing or would result from any such proposed payment, and (ii) Borrowers and US Borrowers have aggregate Liquidity of at least US$15,000,000 (on a pro forma basis, with trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business, and without acceleration of sales) after giving effect to any such proposed payment, then Borrowers may make distributions to DDi Capital Corp. in order for DDi Capital Corp. to make, and DDi Capital Corp. may make, the Senior Accreting Notes Interest Payment; (g) Parent may declare and pay dividends with respect to (i) its capital stock not payable solely in additional shares of its capital stock, and (ii) its Series A Preferred Stock payable solely from the proceeds of (A) dividends and distributions received from its Subsidiary, DDi Europe Limited, and (B) any disposition of the capital Stock of DDi Europe Limited; (h) except as otherwise expressly set forth in SECTION 6.17(d), Parent may purchase, redeem or otherwise acquire any Series B Preferred Stock (together with accrued and unpaid dividends thereon) pursuant to exceed $10,000,000 in Sections 5A (mandatory redemptions), 5B (optional CREDIT AGREEMENT redemption of holder), and 5D (redemption upon a change of control) of the aggregate in Series B Preferred Certificate of Designation; (i) so long as (i) no Default or Event of Default has occurred and is continuing or would result from any fiscal yearsuch proposed payment, (ii) Restricted Subsidiaries may declare Borrowers and pay dividends ratably US Borrowers have aggregate Liquidity of at least US$15,000,000 (on a pro forma basis, with respect trade payables being paid currently, and expenses and liabilities being paid in the ordinary course of business, and without acceleration of sales) after giving effect to their capital stockany such proposed payment, and (iii) Details and its Subsidiaries have a Fixed Charge Coverage Ratio (as certified by Details' chief financial officer) for the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees 12-month period ending at the end of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect Fiscal Quarter ending immediately preceding the date such payment is proposed to be made of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately at least 1.50:1.0 after giving effect to such proposed payment as if it had been made during such Fiscal Quarter, then Borrower Representative may advance monies to Parent for the purpose of making the Restricted Payments Payment permitted in SECTION 6.13(h); (j) so long as no Event of Default has occurred and is continuing, any Credit Party organized outside of the United States may make quarterly distributions in the amount necessary for any United States Shareholder (as defined in Section 951(b) of the IRC) to pay any United States tax on any amounts included under this clause Section 951 of the IRC, after taking into account any available foreign tax credits; and (vii), k) payments to any other Credit Party for directors' fees and the reimbursement of legal and accounting expenses incurred in the ordinary course of business in an aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not to exceed US$500,000 or the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary Equivalent Amount in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments Canadian Dollars in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentFiscal Year.

Restricted Payments. (a) The Borrower will notNo Loan Party shall, and ------------------- will not no Loan Party shall permit any of its Restricted Subsidiaries to, declare directly or makeindirectly declare, or agree to pay or make, directly or indirectly, make any Restricted Payments other than (a) intercompany payments made in the ordinary course of business for funding of such Loan Party’s payroll and terminating NBS traffic on Parent’s network, provided that any payments by Borrower or any of its Subsidiaries to Parent shall be at direct cost plus a m▇▇▇-up not in excess of the average m▇▇▇-up provided to third party customers for similar services, (b) any Corporate Allocation Payment, except provided that (i) no Default or Event of Default shall have occurred and be continuing or would result from the Borrower may declare making of such payment and pay dividends (ii) any proposed Corporate Allocation Payment, together with respect all other Corporate Allocation Payments made during the period of twelve (12) consecutive fiscal months ending on the last day of the month in which such proposed Corporate Allocation Payment is to its capital stock be made, shall not to exceed $10,000,000 in the aggregate exceed the sum of $2,000,000 in any fiscal year; provided that, if the Corporate Allocation Payment in any fiscal year exceeds $1,500,000, the Loan Party shall deliver a certificate to Agent (together with the Compliance Certificate for such fiscal year) comparing the Corporate Allocation Payment for such fiscal year to the previous fiscal year and the projections for such fiscal year and, if in excess of projections, discussing why such Corporate Allocation Payments exceed such projections, (iic) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower a Loan Party may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted other Loan Party (other than Parent), (d) a Subsidiary may make Restricted Payments in respect of Employment Arrangements to Borrower or any other Loan Party (including but not limited to purchase of Equity Interests in Borrowerother than Parent), (ve) payment by Borrower or any Restricted Subsidiary may make a Restricted Payment of the purchase price of the Target Company pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Intereststhe Target Acquisition Agreement on the Closing Date, and (viig) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect payments by Parent pursuant to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed R▇▇▇▇ Shareholder Note to the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during extent permitted by the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentR▇▇▇▇ Subordination Agreement.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (ia) the Borrower each Restricted Subsidiary may declare and pay dividends with respect make Restricted Payments to its capital stock not to exceed $10,000,000 any Loan Party or Restricted Subsidiary that owns Equity Interests in the aggregate in any fiscal yearsuch Restricted Subsidiary, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect according to their capital stock, respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 114 (iiib) the Borrower may make Restricted Payments pursuant to Holdings so that Holdings may make, and in accordance with stock option plans or other benefit plans for management or employees of Holdings shall be permitted to make Permitted Tax Distributions; (c) the Borrower and its Subsidiaries, (iv) Borrower or any each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in common Equity Interests of such Person; (d) the Borrower may make Restricted Payments to Holdings so that Holdings may make, and Holdings shall be permitted to make Restricted Payments during any fiscal year of the Borrower in respect an aggregate amount not to exceed $5,000,000 so long as no Default shall have occurred and be continuing, or would result therefrom, at the time of Employment Arrangements such Restricted Payment; and (including but not limited e) the Borrower may make Restricted Payments to purchase Holdings so that Holdings may make, and Holdings shall be permitted to make, Restricted Payments in an unlimited amount, provided that after giving pro forma effect to each such Restricted Payment, the Consolidated Net Leverage Ratio shall be less than or equal to 2.50 to 1.00 for the most recently ended Measurement Period for which financial statements are required to have been delivered pursuant to Section 6.01(a) or (b) so long as no Default shall have occurred and be continuing, or would result therefrom, at the time of such Restricted Payment; (f) the Borrower may make Restricted Payments required to satisfy to any subordinated earnout obligation that was permitted to be incurred in connection with a Permitted Acquisition; and (g) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings so that Holdings may repurchase its Equity Interests in Borrower)owned by employees of Holdings, (v) the Borrower or any of its Subsidiaries or make payments to employees of Holdings, the Borrower or its Restricted Subsidiary may make a Restricted Payment 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 a Put Arrangement, (vi) Borrower management incentive plans or any Restricted Subsidiary may make dividends in connection with the death or distributions disability of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments employees in an aggregate amount under this clause (vii), the aggregate amount of Restricted Payments made under this clause (viig) after September 30, 2000 does not to exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments 15,000,000 in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentyear.

Restricted Payments. (a) The Borrower will notNo Obligor shall, and ------------------- will not or shall cause or permit any of its Restricted Subsidiaries Subsidiary thereof to, declare make or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except other than (i) the Borrower may declare Restricted Payments to Holdings to permit Holdings (contemporaneously with, and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate same amount of, such payments) to (A) make Restricted Payments to Parent pursuant to, and not in any fiscal yearexcess of the amounts required under, the tax sharing agreements described on SCHEDULE 3.13 in respect of taxes payable for periods (or portions thereof) ending on or prior to the closing on the Closing Date and (B) pay Federal, state and local income tax obligations actually due and payable in cash by Holdings for periods (or portions thereof) commencing after the closing on the Closing Date, to the extent such obligations are the result of the net income or loss of Obligors and their Subsidiaries being attributed to Holdings for tax purposes, (ii) Restricted Subsidiaries may declare Payments to Holdings to permit Holdings (contemporaneously with, and in the same amount of, such payments) to pay dividends ratably with respect fees and expenses necessary to their capital stockmaintain Holdings' corporate existence and good standing, (iii) the Borrower may make Restricted Payments pursuant to Holdings to permit Holdings (contemporaneously with, and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiariessame amount of, (ivsuch payments) Borrower or any Restricted Subsidiary may make Restricted Payments to pay quarterly cash dividends in respect of Employment Arrangements its common stock, PROVIDED that (including but not limited to purchase A) only one such set of Equity Interests in Borrower)Restricted Payments may be made during any Fiscal Quarter, (vB) Borrower or all such Restricted Payments made during any Fiscal Quarter shall be made during the fifteenth (15th) through the twentieth (20th) consecutive day immediately following the end of the immediately preceding Fiscal Quarter, (C) at least five (5) days prior to such Restricted Subsidiary may make a Restricted Payment Payment, Agent shall have received preliminary versions of the Financial Statements to be delivered to Agent pursuant to a Put ArrangementANNEX E for the immediately preceding Fiscal Quarter, together with an attached certificate of the Chief Financial Officer of Holdings (on behalf of itself and each Borrower) to the effect that (1) the final Financial Statements to be delivered to Agent for such immediately preceding Fiscal Quarter will not differ in any material respect from such preliminary Financial Statements and (2) no Default or Event of Default had occurred or been continuing as of the end of the period covered by such Financial Statements, has occurred or is continuing as of the date of such certificate or would result from the making of such Restricted Payment, (viD) Borrower or any the aggregate amount of all such Restricted Subsidiary may make dividends or distributions Payments made during (1) the first Fiscal Quarter of Fiscal Year 1998 shall not exceed $0.0375 per each share of Holdings' common Equity Interests or options or rights to acquire common Equity Interests, stock and (vii2) Borrower or each other Fiscal Quarter shall not exceed the lesser of (I) $0.0625 per each share of Holdings' common stock and (II) the product of 7.5% of the sum of (x) the actual consolidated Net Income of Holdings for that portion of the then-current Fiscal Year ending as of the close of such immediately preceding Fiscal Quarter, based on the Financial Statements described in clause (C) above for such period (except, as received, based on Financial Statements delivered pursuant to ANNEX E for any Restricted Subsidiary may make other Restricted Payments portion of such period) plus (other than cash dividends y) the projected consolidated Net Income of Holdings for the remaining portion of such Fiscal Year, based on the Projections delivered to Agent pursuant to ANNEX E for such period and (E) concurrently with each delivery of the Financial Statements described in clause (C) above, Holdings shall have delivered to Agent, in form and substance satisfactory to Agent and based on recent financial data, a pro forma consolidated balance sheet of Holdings and its common Stock) provided Subsidiaries indicating that immediately Borrowing Availability shall be at least $5,500,000 (after giving effect to such Restricted Payment and all Revolving Credit Advances to be made in connection therewith, and with trade payables being paid currently, expenses and liabilities being paid in the ordinary course of business and without acceleration of sales); (iv) Restricted Payments not in excess of $700,000 in the aggregate used to fund the purchase by Nutrition of its Stock pursuant to any "Phantom Stock" agreement separately identified in SCHEDULE 3.10 on the Closing Date from the other agreements described therein; (v) transactions permitted under this clause SECTION 6.4; (vi) Restricted Payments to one or more Borrowers; and (vii) a one-time distribution within three (3) days after the Closing Date by Holdings to Parent not in excess of $42,000,000 and otherwise in accordance with SECTION 2.1(E), solely from proceeds of the aggregate amount IPO; PROVIDED THAT, in the case of Restricted Payments made under this clause described in the foregoing clauses (viiiii) through (vi), no Default or Event of Default shall have occurred and be continuing or would result after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect giving effect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except under the following circumstances. A Credit Party may make a Restricted Payment other than pursuant to an Excess Cash Flow Offer provided all of the foregoing are applicable: (ia) a notice of termination with regard to this Agreement shall not be outstanding, (b) no Event of Default or Default shall have occurred and be continuing at the time such Restricted Payment shall have been committed to or made, (c) the Borrower may declare Fixed Charge Coverage Ratio (both before and pay dividends with respect after giving effect to its capital stock not the making of such Restricted Payment) shall be no less than 1.5:1.0, and (d) there shall exist Undrawn Availability (both before and after giving effect to exceed the making of such Restricted Payment) of at least $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangementan offer to purchase, and the purchase in accordance with such offer (vi) Borrower an "Excess Cash Flow Offer"), pursuant to Section 4.13 of the Indenture constituting part of the Senior Second Secured Note Documentation (or any Restricted Subsidiary may make dividends successor provision) all of the foregoing are applicable (t) such Excess Cash Flow Offer and related purchase is made in strict compliance with the provisions of the Senior Second Secured Note Documentation relating thereto; (u) no Advances shall be outstanding for period beginning on the fifth calendar day before the end of the Borrower's fiscal year and ending on the twentieth Business Day thereafter, on which date such Excess Cash Flow Offer shall have been consummated; (v) the Borrower shall have at least $30,000,000 in Undrawn Availability after giving pro forma effect to the purchase of Senior Second Secured Notes under such offer; (w) no more than $25,000,000 of Advances shall be used to purchase Senior Second Secured Notes under such Excess Cash Flow Offer; (x) no Default or distributions Event of common Equity Interests or options or rights to acquire common Equity Interests, Default shall have occurred and be continuing and (viiy) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower Fixed Charge Coverage Ratio shall be 1.5:1.0 or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentgreater.

Restricted Payments. (a) The Borrower will not, and ------------------- will shall not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except Payments other than distributions of (i) the Borrower may declare and pay dividends amounts paid to it in accordance with respect to its capital stock not to exceed $10,000,000 Section 2.7 on a Quarterly Payment Date as set forth in the aggregate in any fiscal yearrelated Quarterly Payment Date Report, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockthe proceeds of Loan Advances, (iii) amounts on deposit in the Borrower may make Restricted Payments pursuant Pre-Funded Loan Account to and in accordance with stock option plans or other benefit plans for management or employees the extent permitted under clause (y) of the Borrower and its Subsidiaries, final sentence of Section 2.9(f) or (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited amounts necessary to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or Permitted RIC Distribution on any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (date other than cash dividends on its common Stocka Quarterly Payment Date (each, an “Intra-Quarter Permitted RIC Distribution”) provided if (A) the Collateral Manager provides 5 Business Days’ notice to the Administrative Agent together with a certificate certifying that immediately as of such date of certification, the Borrower expects to, after giving effect to such Restricted Payments Intra-Quarter Permitted RIC Distribution and all Collections the Borrower expects to receive by the immediately following Quarterly Payment Date, have sufficient funds to make all payments on such immediately following Quarterly Payment Date to Persons entitled to receive all payments in priority to Permitted RIC Distributions under Section 2.7 (together with a schedule specifying the amount of (x) the Collections that will remain in the Collection Account immediately after such Intra-Quarter Permitted RIC Distribution, (y) the Collections the Borrower expects to receive by the immediately following Quarterly Payment Date and (z) the amounts that would be required to satisfy all payments in priority to Permitted RIC Distributions under Section 2.7 on such immediately following Quarterly Payment Date (assuming for purposes of this clause that the Advances Outstanding (and the rate of Interest incurred) and the Unused Facility Amount (and the rate of Non-Usage Fee incurred) shall remain constant from the date of such certification) and (B) no Permitted RIC Distribution under this clause (viiiv) had been made in the applicable calendar year; provided that distributions may be made under the foregoing clauses (ii), (iii) and (iv) only if immediately before and after giving effect to such distribution, (x) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does Advances Outstanding shall not exceed the sum Availability and (y) no Default or Event of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentDefault shall exist.

Restricted Payments. (a) The Borrower will notNo Loan Party shall, and ------------------- will not no Loan Party shall permit any of its Restricted Subsidiaries to, declare directly or makeindirectly declare, or agree to pay or make, directly or indirectly, make any Restricted Payments other than (a) intercompany payments made in the ordinary course of business for funding of such Loan Party’s payroll and terminating NBS traffic on Parent’s network, provided that any payments by Borrower or any of its Subsidiaries to Parent shall be at direct cost plus a m▇▇▇-up not in excess of the average m▇▇▇-up provided to third party customers for similar services, (b) any Corporate Allocation Payment, except provided that (i) no Default or Event of Default shall have occurred and be continuing or would result from the Borrower may declare making of such payment and pay dividends (ii) any proposed Corporate Allocation Payment, together with respect all other Corporate Allocation Payments made during the period of twelve (12) consecutive fiscal months ending on the last day of the month in which such proposed Corporate Allocation Payment is to its capital stock be made, shall not to exceed $10,000,000 in the aggregate exceed the sum of $2,000,000 in any fiscal year; provided that, if the Corporate Allocation Payment in any fiscal year exceeds $1,500,000, the Loan Party shall deliver a certificate to Administrative Agent (together with the Compliance Certificate for such fiscal year) comparing the Corporate Allocation Payment for such fiscal year to the previous fiscal year and the projections for such fiscal year and, if in excess of projections, discussing why such Corporate Allocation Payments exceed such projections, (iic) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower a Loan Party may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted other Loan Party (other than Parent), (d) a Subsidiary may make Restricted Payments in respect of Employment Arrangements to Borrower or any other Loan Party (including but not limited to purchase of Equity Interests in Borrowerother than Parent), (ve) Borrower or any Restricted Subsidiary may make a Restricted Payment pay interest on certain of the Subordinated Debt issued under the Praesidian Facility pursuant to a Put Arrangementthe terms and conditions of Praesidian Subordination Agreement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately (i) after giving effect to such Restricted payment the Loan Parties are in compliance on a pro forma basis with the covenants set forth in Section 7.15, recomputed for the most recent quarter for which financial statements have been delivered, (ii) no Default or Event of Default shall have occurred and be continuing or would result from the making of such payment, and (iii) any AHYDO Payments under this clause (vii)as defined in the Praesidian Subordination Agreement) shall not be in excess of or prior to the amounts and dates set forth in Section 5.37, the aggregate amount of Restricted Payments made under this clause (viif) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received payment by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding purchase price of the date of such Restricted PaymentTarget Company pursuant to the Target Acquisition Agreement on the Closing Date, and (g) payments by Parent pursuant to the R▇▇▇▇ Shareholder Note to the extent permitted by the R▇▇▇▇ Subordination Agreement.

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not it permit any of its Restricted Consolidated Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (i) that, so long as at the Borrower may declare time thereof, and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearafter giving effect thereto, (ii) Restricted Subsidiaries may declare no Default shall have occurred and pay dividends ratably with respect to their capital stockbe continuing, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, as follows: (iva) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately if after giving effect to such Restricted Payments under this clause Payment the Leverage Ratio shall be greater than 4.00 to 1, the Borrower may make any Restricted Payment (vii), the "Current Restricted Payment") so long as the aggregate amount of all Restricted Payments and Basket Investments made under this clause (vii) after September 30, 2000 does during the period commencing on the Effective Date through and including the date upon which the Current Restricted Payment is to be made shall not exceed the sum of (Aw) $60,000,000 150,000,000 plus (Bx) 50the net cash proceeds from all Equity Issuances after the Effective Date plus (y) the aggregate amount of Net Cash Proceeds from Dispositions not required to be applied to the prepayment of Loans or the reduction of Commitments, or to be reinvested by the Borrower, pursuant to Section 2.11(b)(ii) plus (z) 33-1/3% of Borrower's consolidated quarterly net income (if positive) the cumulative amount of Excess Cash Flow for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to commencing on the Effective Date through and including the last day of the fiscal quarter most recently ended immediately preceding prior to the date of the Current Restricted Payment for which financial statements are available; and (b) if after giving effect to such Restricted Payment.Payment the Leverage Ratio shall be less than or equal to 4.00 to 1, the Borrower may make Restricted Payments in any amount. Nothing herein shall be deemed to prohibit the payment of dividends by any Subsidiary of the Borrower to the Borrower or to any other Subsidiary of the Borrower. Five Year Credit Agreement

Restricted Payments. (a) The Borrower will not, and ------------------- nor will not Borrower permit any of its Restricted Subsidiaries other Credit Party to, declare or make, or agree to pay or make, directly or indirectly, declare or pay, or incur any liability to declare or pay, any Restricted Payment; provided, except that: (a) any Subsidiary of Borrower may make Distributions to Borrower; (b) any Credit Party may make Distributions and other Restricted Payments to any other Credit Party that has provided a Facility Guarantee, and all of the Equity of which owned by Borrower or any Restricted Subsidiary (as applicable) has been pledged to Administrative Agent pursuant to the Borrower Pledge Agreement or a Subsidiary Pledge Agreement (as applicable); (c) Borrower or any other Credit Party a party thereto, as applicable, may make payments under and pursuant to the 2008 Bond Loan Agreement, the 2008 Bond Note, the 2009 Bond Loan Agreement, the 2009 Bond Note and any other loan agreement or note executed in connection with any Additional Permitted Revenue Bond Transaction closed and consummated after the date hereof, in accordance with the terms thereof; (d) Borrower may make Restricted Payments on the Encore Permitted Subordinate Debt on or prior to the Encore Notes Outside Redemption Date in accordance with Section 8.15; (e) Borrower may make Restricted Payments on the 2010 Senior Subordinated Notes Debt within 30 days of the Encore Notes Outside Redemption Date using (i) first, the Escrow Unused Amount (if any) and (ii) second, up to an additional $25,000,000 from available cash; (f) Borrower may declare make Restricted Payments on Permitted Subordinate Debt with the net cash proceeds from one or more Equity offerings pursuant to, and pay dividends in accordance with, Section 5 of the securities evidencing such Permitted Subordinate Debt so long as no Default or Borrowing Base Deficiency exists on the date of any such Restricted Payments (both prior to and after giving effect to such Restricted Payments), and no Default or Borrowing Base Deficiency would result therefrom; (g) Borrower or Onshore, as the case may be without duplication, may make Restricted Payments on the Onshore Senior Subordinated Notes to redeem such notes in full at maturity in accordance with respect the terms of the applicable Permitted Subordinate Debt Documents so long as (i) no Default or Borrowing Base Deficiency exists on the date of any such Restricted Payments (both prior to its capital stock not and after giving effect to exceed $10,000,000 in the aggregate in any fiscal yearsuch Restricted Payments), (ii) Restricted Subsidiaries may declare no Default or Borrowing Base Deficiency would result therefrom, and pay dividends ratably with respect to their capital stock, (iii) Availability as of the date thereof equals or exceeds twenty percent (20%) of the Borrowing Base then in effect (both prior to and after giving effect to such Restricted Payments); provided, that Borrower and/or Onshore may refinance the Onshore Senior Subordinated Notes existing as of the Closing Date pursuant to Section 9.1(d); (h) Any Credit Party may make Restricted Payments to any Unrestricted Subsidiary so long as such Restricted Payments (i) constitute Permitted Investments under clause (f) or clause (g) of the definition of Permitted Investments or (ii) are in the form of capital contributions resulting from “asset dispositions” (as defined in Section 9.5(b)) otherwise permitted pursuant to Section 9.5(b) and Section 9.5(c); and (i) So long as no Default or Borrowing Base Deficiency exists on the date any such Distribution is declared or paid and no Default or Event of Default would result therefrom, Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments Subsidiaries in respect of Employment Arrangements (including but an amount not limited to purchase of Equity Interests exceeding $25,000,000 in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentFiscal Year.

Restricted Payments. (a) The Borrower will shall not, and ------------------- will not nor shall it permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted PaymentPayments, except that: (a) the Restricted Subsidiaries may make Restricted Payments to the Borrower or to any Subsidiary Guarantor; (b) if the Borrower has delivered the required financial statements, Compliance Certificate and other items required under Section 5.06(a) or (b) for a fiscal quarter end (the “Subject Quarter”), commencing with the fiscal quarter ending June 30, 2018, the Borrower may make cash Restricted Payments in the period from the time such last item is delivered to the date the Borrower is required to deliver financial statements, Compliance Certificate and other items under Section 5.06(a) or (b) for the subsequent fiscal quarter end (such period being the “Distribution Period”) so long as: (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in Compliance Certificate delivered for the aggregate in any fiscal yearSubject Quarter includes a detailed calculation of the Excess Cash Flow for such Subject Quarter, (ii) the aggregate amount of Restricted Payments (including such Restricted Payment) made in such Distribution Period does not exceed the Excess Cash Flow for such Subject Quarter, (iii) both before and after giving effect to the making of such Restricted Payment, no Default has occurred and is continuing, (iv) both before and after giving effect to the making of such Restricted Payment, the pro forma Leverage Ratio for such Subject Quarter end shall be less than 3.00 to 1.00, and (v) both before and after giving effect to the making of such Restricted Payment, aggregate Unused Commitment Amounts is equal to or greater than 20% of the aggregate Commitments then in effect; (c) the Borrower and its Restricted Subsidiaries may declare make Restricted Payments in cash to the Parent Company, any direct or indirect parent of the Borrower, or the General Partner the proceeds of which will be used solely to pay (i) operating expenses and pay dividends ratably with respect other corporate overhead costs (including administrative, legal, accounting, and similar expenses payable to their capital stockthird parties) that are reasonable and customary and incurred in the ordinary course of business and (ii) any reasonable and customary indemnification claims made by members of the board of directors (or equivalent governing body) or officers, employees, directors, managers, consultants, or independent contractors of the Parent Company, any direct or indirect parent of the Borrower, or the General Partner, but in each of the foregoing clause (iiii) and (ii), only to the extent such expenses are directly attributable to the ownership or operations of the Borrower and its Restricted Subsidiaries; (d) the Borrower may make Restricted Payments pursuant to any direct or indirect parent entity for the sole purpose of allowing such parent entity to (i) make Permitted Tax Distributions so long as no Event of Default arising under Sections 7.01(a) or (e) exists, and in accordance with stock option plans or other benefit plans for management or employees (ii) pay the obligations under that certain Tax Receivable Agreement dated as of February 9, 2018, among Parent Company, ▇▇▇▇ Opco, LP, a Delaware limited partnership, Riverstone VI ▇▇▇▇ ▇▇▇▇, L.P., a Delaware partnership, and High Mesa Holdings LP; and (e) the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect to any direct or indirect parent entity for the sole purpose of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a such parent entity applying such Restricted Payment pursuant proceeds to a Put Arrangement, (vi) Borrower make direct or any Restricted Subsidiary may make dividends indirect loan or distributions of common Equity Interests or options or rights capital contribution to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) Kingfisher; provided that immediately after giving effect to such Restricted Payments under this clause shall be permitted only if (vii)i) such Restricted Payments are made within six (6) months of the closing of the Merger Transaction, (ii) the aggregate amount of such Restricted Payments Payments, when combined with all intercompany loans made under this clause (viior to be made concurrently with any such Restricted Payment) after September 30by the Borrower to Kingfisher pursuant to Section 6.06(e), 2000 does not exceed the sum of $300,000,000, and (Aiii) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for both immediately before and after each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a such Restricted Payment means the period (taken as one accounting period) from and after June 30is made, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentthere are no Advances outstanding.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, except except: (ia) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Restricted Subsidiaries (and, in the case of a Restricted Payment by a Restricted Subsidiary that is not Wholly-Owned by the Borrower or a Restricted Subsidiary, to the Borrower or such Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 make dividend payments or other distributions payable solely in the aggregate in any fiscal year, Equity Interests (iiother than Disqualified Equity Interests) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, of such Person; (iiic) the Borrower may make Restricted Payments with the cash proceeds contributed to its common equity from the Net Cash Proceeds of any Permitted Equity Issuance (other than Net Cash Proceeds constituting any Cure Amount or amounts applied to incur Contribution Indebtedness), except to the extent such Net Cash Proceeds have been applied to make Investments pursuant to Section 7.02(r) or Junior Financing Prepayments pursuant to Section 7.14(a)(ii) or to make previous Restricted Payments pursuant to this Section 7.06(c) or to increase the Cumulative Credit; provided that the aggregate amount of Restricted Payments made in reliance on this clause (c) during the Covenant Amendment Period shall not exceed the aggregate amount of cash proceeds contributed to the common equity of the Borrower from the Net Cash Proceeds of any Permitted Equity Issuance on or after the Amendment No. 2 Effective Date (which shall be calculated to exclude (i) Net Cash Proceeds constituting any Cure Amount or amounts applied to incur Contribution Indebtedness and in accordance with stock option plans (ii) the amount of such Net Cash Proceeds that have been applied (w) to make Investments pursuant to Section 7.02(r), (x) to make Junior Financing Prepayments pursuant to Section 7.14(a)(ii), (y) to make previous Restricted Payments pursuant to this Section 7.06(c) or other benefit plans for management or employees of (z) to increase the Cumulative Credit); (d) to the extent constituting Restricted Payments, the Borrower and its SubsidiariesRestricted Subsidiaries may enter into transactions expressly permitted by Section 7.02 (other than Sections 7.02(e) (with respect to Restricted Payments under this Section 7.06) and (n)), Section 7.04 or 6.18(e); (ive) the Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings (or, in the case of clause (iv) below, to the shareholders of a Restricted Subsidiary), so long as, with respect to any such Restricted Payments made pursuant to clause (iv) or (viii) below, no Specified Event of Default shall have occurred and be continuing or would result therefrom: (i) so long as the Borrower is a member of a consolidated, combined or unitary group of which Holdings (or any direct or indirect parent entity of Holdings) is the parent for foreign, federal, state, provincial or local income tax purposes, the proceeds of which will be used to pay the tax liability to each foreign, federal, state, provincial or local jurisdiction in respect of Employment Arrangements which such a consolidated, combined, unitary or affiliated income tax return is filed by Holdings (or any direct or indirect parent entity of Holdings) that includes the Borrower and its Subsidiaries, to the extent such tax liability does not exceed the lesser of (A) such taxes that would have been payable by the Borrower and its Subsidiaries as a stand-alone group and (B) the actual tax liability of Holdings’ (or of any of Holdings’ direct or indirect parent entity’s) consolidated, combined, unitary or affiliated group, reduced by any such payments paid or to be paid directly by the Borrower or its Subsidiaries; (ii) the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to its direct or indirect parent to enable it to pay) (A) its operating expenses incurred in the ordinary course of business and other corporate overhead costs and expenses (including but administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus customary salary, bonus, severance and other benefits or claims payable to, and indemnities provided on behalf of, current or former directors, officers, managers, employees or consultants (or, solely with respect to benefits, any family member thereof) of any such parent company, to the extent such salary, bonuses, severance and other benefits, claims or indemnities in respect of any of the foregoing are directly attributable and reasonably allocated to the ownership or operations of the Borrower and its Restricted Subsidiaries, (B) insurance premiums to the extent relating to the ownership or operations of the Borrower or any of its Restricted Subsidiaries, and (C) the fees and other amounts described in Section 6.18(d) to the extent that the Borrower would be then permitted under such Section 6.18(d) to pay such fees and other amounts directly; (iii) the proceeds of which shall be used by Holdings to pay (or to make a Restricted Payment to its direct or indirect parent to enable it to pay) its franchise taxes and similar taxes and other expenses necessary to maintain its corporate existence; (iv) the proceeds of which will be used to repurchase the Equity Interests or phantom Equity Interests (including stock appreciation rights and similar incentive or deferred compensation instruments) of Holdings or any of its Restricted Subsidiaries (or to make a Restricted Payment to its direct or indirect parent to enable it to repurchase its Equity Interests or phantom Equity Interests) from current and former officers, directors, employees, managers or consultants of Holdings or any Restricted Subsidiary (or their estate, family members, spouse or former spouse), in an aggregate amount during any fiscal year not limited in excess of the greater of (x) $31,800,000 and (y) 25.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period (which shall increase to purchase the greater of (x) $44,500,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period following a Qualifying Public Offering); provided that the Borrower may carry over and make in any subsequent fiscal years, in addition to the amount for such subsequent fiscal years, the amount not utilized in the prior fiscal years; provided, further, that the amounts set forth in this clause (e)(iv) may be further increased by (A) the proceeds of any key-man life insurance maintained by Holdings (or its direct or indirect parent), the Borrower or a Restricted Subsidiary, to the extent such proceeds are received by the Borrower or a Restricted Subsidiary, and (B) to the extent contributed in cash to the common equity of the Borrower, the Net Cash Proceeds from the sale of Equity Interests of any of the Borrower’s or its direct or indirect parent companies, in each case to officers, directors, employees, managers or consultants of Holdings, the Borrower), any of its Subsidiaries or any of its direct or indirect parent companies that occurs after the Closing Date; (v) the proceeds of which are applied to the purchase or other acquisition by Holdings of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or of all of the Equity Interests in a Person that, if such purchase or other acquisition had been made by the Borrower, would have constituted a “Permitted Acquisition” permitted to be made pursuant to Section 7.02; provided that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) Holdings shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or its Restricted Subsidiaries or (2) the merger (to the extent permitted in Section 7.04) of the Person formed or acquired into the Borrower or its Restricted Subsidiaries in order to consummate such purchase or other acquisition; (vi) to repurchase Equity Interests of Holdings deemed to occur upon the non-cash exercise of stock options, warrants, restricted stock units or similar investments; (vii) the proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any direct or indirect parent thereof to pay, other than to Affiliates of Holdings (other than Affiliates that are bona fide investment banks or Debt Fund Affiliates), a portion of any customary fees and expenses related to any unsuccessful equity offering by Holdings (or any direct or indirect parent thereof), or any unsuccessful debt offering by any direct or indirect parent of Holdings, in each case directly attributable to the operations of the Borrower and its Subsidiaries; and (viii) the proceeds of which shall be used by Holdings to pay, or to make Restricted Payments to allow any direct or indirect parent thereof to pay, listing fees and other costs and expenses attributable to being a publicly traded company which are reasonable and customary; (f) Restricted Payments in an aggregate amount not to exceed the portion, if any, of the Cumulative Credit on the date of such election that the Borrower elects to apply to this Section 7.06(f); provided that, immediately before and immediately after giving effect to any such Restricted Payment, no Specified Event of Default shall have occurred and be continuing; provided, further, that, during the Covenant Amendment Period, (w) for purposes of any Restricted Payment made pursuant to this clause (f) that is made in reliance on clause (a) of the definition of “Cumulative Credit”, clause (a) will be limited to $25,000,000 in its entirety rather than the amounts set forth therein, (x) no Restricted Payments made pursuant to this clause (f) shall be made in reliance on clause (b) of the definition of “Cumulative Credit”, (y) for purposes of any Restricted Payment made pursuant to this clause (f) that is made in reliance on clause (d) of the definition of “Cumulative Credit”, clause (d) will be limited to the cumulative amount of proceeds from the sale of Qualified Equity Interests of Holdings (or any direct or indirect parent of Holdings) contributed as cash to the common equity capital of the Borrower on or after the Amendment No. 2 Effective Date and on or prior to such time (including upon exercise of warrants or options) (other than (i) any Cure Amount, (ii) Permitted Equity Issuances which have been applied to make Investments pursuant to Section 7.02(r), Restricted Payments pursuant to Section 7.06(c) or Junior Financing Prepayments pursuant to Section 7.14(a)(ii), or (iii) amounts applied to incur Contribution Indebtedness) and (z) for purposes of any Restricted Payment made pursuant to this clause (f) that is made in reliance on clause (e) of the definition of “Cumulative Credit”, clause (e) will be limited to 100% of the aggregate amount of contributions (in cash or Cash Equivalents or the fair market value of property received) to the Qualified Equity Interests of Holdings (or any direct or indirect parent of Holdings) contributed to the common equity capital of the Borrower on or after the Amendment No. 2 Effective Date and on or prior to such time (other than (i) any Cure Amount, (ii) Permitted Equity Issuances which have been applied to make Investments pursuant to Section 7.02(r), Restricted Payments pursuant to Section 7.06(c) or Junior Financing Prepayments pursuant to Section 7.14(a)(ii), or (iii) amounts applied to incur Contribution Indebtedness); (g) after a Qualifying Public Offering, Restricted Payments per annum of up to the sum of (x) 6% of the Net Cash Proceeds contributed to the common equity of the Borrower from such Qualifying Public Offering and (y) 7% of the market capitalization of the Holdings or its direct or indirect listed parent; provided that, during the Covenant Amendment Period, no Restricted Payments pursuant to this clause (g) shall be permitted; (h) [reserved]; (i) repurchases of Equity Interests of Holdings or any direct or indirect parent of Holdings to fund the payment of withholding or similar Taxes that are payable by any future, present or former employee, director, manager or consultant (or any spouse, former spouse, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) in connection with the exercise of stock options; (j) so long as no Specified Event of Default shall have occurred and be continuing or would result therefrom, Restricted Payments in an aggregate amount not to exceed the greater of (x) $44,500,000 and (y) 35.0% of Consolidated EBITDA of the Borrower for the most recently ended Test Period, less amounts utilized in respect of this clause (j) for Investments under Section 7.02(o) and for Junior Financing Prepayments under Section 7.14(a)(iv); provided that, during the Covenant Amendment Period, no Restricted Payments pursuant to this clause (j) shall be permitted; (k) Restricted Payments, so long as, after giving effect on a Pro Forma Basis to any such Restricted Payment, (x) no Specified Event of Default shall have occurred and be continuing or would result therefrom and (y) the Total Net Leverage Ratio most recently ended Test Period does not as of the date of determination exceed 3.50:1.00; (l) Restricted Payments to any direct or indirect parent entity to make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of such parent entity; (m) the Borrower or any Restricted Subsidiary 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 if such Equity Interests represent all or a portion of the exercise price of such options or warrants or other securities as part of a “cashless” exercise; (n) the distribution, by dividend or otherwise, of the Equity Interests of, or Indebtedness owed to the Borrower or any of its Restricted Payment pursuant to a Put ArrangementSubsidiaries by, Unrestricted Subsidiaries (viother than Unrestricted Subsidiaries the assets of which are solely comprised of cash and Cash Equivalents); (o) [reserved]; (p) [reserved]; (q) [reserved]; and (r) the Borrower or any Restricted Subsidiary may make dividends pay any dividend or distributions consummate any redemption within sixty (60) days after the date of common Equity Interests the declaration thereof or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount provision of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" redemption notice with respect to a Restricted Payment means thereto, as the period (taken as one accounting period) from and after June 30case may be, 2000 to and including the last day of the fiscal quarter ended immediately preceding if at the date of such Restricted Paymentdeclaration or notice, the dividend or redemption notice would have complied with the provisions hereof.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except except (ia) intercompany loans and advances between Borrowers to the extent permitted by Section 6.3, (b) dividends and distributions by Subsidiaries of any Borrower may declare paid to such Borrower, (c) employee loans permitted under Section 6.4(b), (d) payments of principal and pay interest of Intercompany Notes issued in accordance with Section 6.3(a)(x); (e) dividends with respect to its capital stock in the form of common Stock of Omni; (f) payments in an aggregate amount not to exceed $10,000,000 50,000 for the repurchase, retirement or surrender of the preferred Stock described in Disclosure Schedule 6.13; (i) scheduled payments of interest and principal on Trussco Note 1 and Trussco Note 2 (other than on account of the Pledged Trussco Note Interest) (provided, that no such payments of interest or principal shall be made unless, after giving effect to such payment, Revolver Credit Availability (as determined on a pro forma basis, with trade payables being paid currently and in the aggregate ordinary course of business but on terms not to exceed 90 days, and expenses and liabilities being paid in any fiscal year, the ordinary course of business and without acceleration of sales) shall be at least $2,000,000); (ii) Restricted Subsidiaries may declare the payment of the Trussco Subordinated Obligations to the extent permitted under the Trussco Subordination Agreement; and pay dividends ratably with respect to their capital stock, (iii) scheduled payments of principal and interest on the Borrower may make Restricted Payments pursuant Junior Secured Facility to the extent that such payments are permitted under the Term B Subordination Agreement; (h) scheduled payments of interest and in accordance with stock option plans or other benefit plans for management or employees principal on Preheat Seller Note No. 1 and Preheat Seller Note No. 2 to the extent permitted under the Preheat Subordination Agreement; provided, that the sole source of any such payments of principal shall be the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments proceeds of Stock issuances in respect of Employment Arrangements which the Borrowers have made the prepayment of the Term A Loan required pursuant to Section 1.3(b)(ii). For the avoidance of doubt, and without limiting the generality of the foregoing provisions of this clause (h), Borrowers may not make any payments in respect of the Preheat Seller Notes with funds from any other source (including but not limited to purchase cash from operations of Equity Interests in Borrower)the Borrowers or debt) without the prior consent of the Requisite Lenders; provided, (v) Borrower that no Event of Default has occurred and is continuing or would result after giving effect to any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangementclauses (e), (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (viif), the aggregate amount of Restricted Payments made under this clause (viig) after September 30, 2000 does not exceed the sum of or (Ah) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay Declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise (other than an obligation that is contingent on being permitted hereunder)) to do so, except that: (i) the Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiia) the Borrower may make Restricted Payments pursuant to Payments, so long as no Default shall exist or result therefrom and so long as (i) in accordance with stock option plans or other benefit plans for management or employees the case of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangementmade in reliance on this clause (a)(i), (vi) Borrower or any Restricted Subsidiary may make dividends or distributions the aggregate amount of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other all such Restricted Payments (other than cash dividends on its common Stock) provided that immediately during the term of this Agreement shall not exceed, at the time of such Restricted Payment and after giving effect to such Restricted Payments Payment, the Restricted Payment Cap Amount; provided, however, that for purposes of calculating compliance under this clause (viia)(i), any Restricted Payment made in reliance on this clause (a)(i) shall take into account all Restricted Payments made during the term of this Agreement in reliance on the following clause (a)(ii) in an amount equal to 50% of the aggregate amount of such Restricted Payments or (ii) in the case of a Restricted Payment made under in reliance on this clause (viia)(ii), upon giving effect on a Pro Forma Basis to such Restricted Payment, the Consolidated Secured Leverage Ratio shall be less than 2.0 to 1 as of the most recent Fiscal Quarter end for which financial statements have been delivered pursuant to Section 6.1 (Financial Statements), as certified by a Responsible Officer of the Borrower; (b) after September 30the Borrower may repurchase Stock of the Borrower issued to employees and directors of the Borrower in an amount necessary to satisfy such individual’s income tax withholding obligations relating to the vesting of any restricted stock grants that have been approved by the Borrower’s Board of Directors or the appropriate committee thereof; (c) the Borrower may repurchase Stock of the Borrower issued to employees, 2000 does directors or managers upon the death, disability or termination of employment of such person or pursuant to the terms of any subscription, stockholder or other agreement or plan approved by the Borrower’s Board of Directors in an aggregate amount not to exceed the sum of (Ai) $60,000,000 plus 500,000 in any Fiscal Year or (Bii) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended $2,000,000 during the applicable Calculation Period, plus term of this Agreement; and (Cd) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" following shall be permitted with respect to a Restricted Payment means the period Convertible Notes and Subordinated Indebtedness: (taken as one accounting periodi) from regularly scheduled payments of (x) principal and after June 30, 2000 interest with respect to the Convertible Notes and including (y) interest with respect to Subordinated Indebtedness; (ii) the last day repurchase of all or any portion of the fiscal quarter ended immediately preceding Convertible Notes with the date net cash proceeds of any public offering of the Borrower’s common stock; Credit Agreement Orbital Sciences Corporation (iii) the repurchase, refinancing or replacement of the Convertible Notes or of the Subordinated Indebtedness with any other unsecured Indebtedness which satisfies the requirements of Section 8.3(j)(Indebtedness); (iv) payments made solely in common stock of the Borrower in connection with the exercise of any conversion rights by the holders of the Convertible Notes or, if applicable, any such Restricted Paymentrights with respect to Subordinated Indebtedness; and (v) the conversion into cash of the outstanding principal amount of any Convertible Notes as required by the terms of the Convertible Note Documents, so long as the Borrower shall have delivered to the Administrative Agent a certificate of a Responsible Officer demonstrating that, upon giving effect to such conversion on a Pro Forma Basis, the Loan Parties would be in compliance with the financial covenants set forth in Article V (Financial Covenants) as of the most recent Fiscal Quarter end for which the Borrower has delivered financial statements pursuant to Section 6.1(a) or (b) (Financial Statements).

Restricted Payments. (a) The Borrower will not, and ------------------- Borrowers will not permit any of its Restricted Subsidiaries to, declare or make, or agree permit any Subsidiary to pay declare or make, directly or indirectly, any Restricted Payment, except Payment other than: (i) any Restricted Payments made by Subsidiaries (other than by any Arrow Subsidiary at any time on or after the formation of the Arrow Joint Venture) to the Company or any other Borrower may declare and pay dividends or a Wholly-Owned Consolidated Subsidiary (or with respect to a Subsidiary other than a Wholly-Owned Consolidated Subsidiary, Restricted Payments made ratably (or, if not ratably, on a basis more favorable to the Company and its capital stock not Subsidiaries than ratably) with respect to exceed $10,000,000 each class of such Subsidiary’s Equity Interests in the aggregate in any fiscal year, respect of which such Restricted Payment is being made); (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make any Restricted Payments made by the Company pursuant to and in accordance with stock option plans or other the terms of employee benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements stock options (including but not limited to stock ownership plans (including 401K plans, restricted stock plans, employee stock purchase of Equity Interests in Borrowerplans, performance sharing plans and incentive plans)), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangementin each case as in effect on December 31, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests2000, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) as modified thereafter, provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under or declared pursuant to this clause (viiii) after September 30the Effectiveness Date shall not exceed $25,000,000; (iii) any Restricted Payment by the Company payable solely in additional Equity Interests of the Company; (iv) any Restricted Payment in respect of the $2,000,000 Series A 11% Preferred Stock of Alliant Assurance Ltd.; (v) any Restricted Payment by any Arrow Subsidiary at any time on or after the formation of the Arrow Joint Venture that such Arrow Subsidiary is a Subsidiary: (A) to the extent made solely to fund such Arrow Subsidiary’s ratable share of the ordinary expenses of the Arrow Joint Venture’s holding company activities up to an aggregate amount for the Arrow Subsidiaries, 2000 taken as a whole, made in any Fiscal Year not to exceed $3,000,000; (B) to the extent the aggregate amount thereof, when taken together with all other substantially contemporaneous Restricted Payments made by all the Arrow Subsidiaries, does not exceed the sum aggregate amount of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during dividends or distributions paid or made substantially contemporaneously by the applicable Calculation Period, plus Arrow Joint Venture’s holding company to the Company or any Wholly-Owned Consolidated Subsidiary; and (C) all interest in addition to the foregoing, so long as no Default or Event of Default shall have occurred and principal paymentsbe continuing, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during to the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, extent the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date making of such Restricted PaymentPayment shall not result in the Arrow Available Restricted Payments being reduced to an amount below zero; and (vi) any other Restricted Payments in addition to those permitted above (and whether of the same or a different type, or in addition to amounts for any type, provided above) made or declared after the Effectiveness Date to the extent that immediately after giving effect thereto (x) no Default or Event of Default shall have occurred and be continuing and (y) the aggregate amount of all such Restricted Payments made or declared pursuant to this clause (vi) after the Effectiveness Date does not exceed the Restricted Payments Basket.

Restricted Payments. (a) The TheNeither the Borrower will nor AF REIT shall not, and ------------------- will not nor shall itthey permit any of its Restricted Subsidiaries Subsidiary to, declare or makemake any Restricted Payment; provided that: (a) With respect to each Fiscal Quarter of the Borrower commencing with the Fiscal Quarter ended December 31, 2016, the Borrower may declare or agree make cash distributions to pay ARC REIT (which shall distribute such amounts to itsAF REIT, and the Borrower may declare or makemake cash distributions to its other equity holders), in an aggregate amount (excluding cash distributions reinvested in the Borrower through the Borrower’s dividend reinvestment plan) not to exceed the greater of (i) (A) one hundred-fifteen twenty percent (115120.0%) of ARC REIT’s MFFO for the Fiscal Quarter ending September 30, 2014; (B) one hundred-fifteen percent (115%) of ARC REIT’s MFFO for the Fiscal Quarter ending December 31, 2014; (C) one hundred-ten percent (110%) of ARC REIT’s MFFO for the Fiscal Quarter ending March 31, 2015; and (D) ninety-five percent (95%) of ARC REIT’s MFFO for each Fiscal Quarter ending thereafter; orAF REIT’s MFFO for the period of twelve consecutive fiscal months ending on the last day of such Fiscal Quarter, and (ii) the amount necessary for ARCAF REIT to be able to make distributions required to maintain its status as a REIT; provided that (x) during the continuance of an Event of Default, Restricted Payments made pursuant to this clause (a) shall not exceed the amounts described in clause (ii), and (y) following a Bankruptcy Event with respect to the Borrower or the acceleration of the Obligations, the Borrower shall not make any cash distributions; provided, further, that to the extent the Borrower was permitted to declare or make a cash distribution to AF REIT pursuant to this clause (a), AF REIT shall be permitted to distribute such amounts to its equity holders; (b) any Subsidiary may make Restricted Payments, directly or indirectly, to the Borrower or any Restricted Paymentother Subsidiary that is a Guarantor; (c) any of ARCAF REIT, except the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely in the common equity interests or other equity interests of such entity including (i) “cashless exercises” of options granted under any share option plan adopted by the Borrower, (ii) distributions of rights or equity securities under any rights plan adopted by the Borrower may declare and pay dividends (iii) distributions (or effect stock splits or reverse stock splits) with respect to its capital stock not to exceed $10,000,000 equity interests payable solely in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees additional shares of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Payment.equity interests;

Restricted Payments. (aA) The Borrower Prior to the Investment Grade Date, it will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except (ia) the Borrower any Restricted Subsidiary may declare and pay dividends with respect make Restricted Payments pro rata to the owners of its capital stock not to exceed $10,000,000 in the aggregate in any fiscal yearEquity Interests, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iiib) the Borrower may make Restricted Payments pursuant to and the owners of its Equity Interests to the extent of the amount of “Available Cash” (as defined in the Partnership Agreement) in accordance with stock option plans the terms of the Partnership Agreement, (c) the Borrower may make and declare Restricted Payments in exchange for, or out of the net cash proceeds from the substantially concurrent sale (other benefit plans for management or employees than to a Restricted Subsidiary) of, Equity Interests of the Borrower and its Subsidiaries(other than Disqualified Equity), (ivd) the Borrower or any and each Restricted Subsidiary may purchase, redeem or otherwise acquire (on a pro rata basis with respect to all of its Equity Interests) Equity Interests issued by it with the proceeds received from the substantially concurrent issuance by it of new Equity Interests (other than Disqualified Equity); (e) the Borrower Parties may make Restricted Payments of Securitization Fees and purchases of Securitization Assets, in respect of Employment Arrangements (including but not limited to purchase of Equity Interests each case in Borrower), (v) Borrower or connection with any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, Securitization Facility permitted hereunder and (viif) the Borrower or any Restricted Subsidiary Parties may make other Restricted Payments not otherwise permitted by the foregoing clauses in this Section 6.08 in an amount in the aggregate during any 12-month period not to exceed $215,000,000 (other than cash dividends on its common Stock) provided that that, both immediately before and after giving effect to such Restricted Payments under this clause Payment, (vii), x) the Borrower’s Consolidated Leverage Ratio on a Pro Forma Basis is not in excess of 4.50 to 1.00 and (y) the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 Revolving Credit Exposure for all Lenders does not exceed $650,000,000 (or, if the sum aggregate Committed Amounts are reduced pursuant to Section 2.05(b)(ii), does not exceed $550,000,000); provided that, with respect to each of clauses (Aa), (b), (c), (d) $60,000,000 plus and (e) above, that no Default has occurred and is continuing or would result therefrom; and (B) 50% On or after the Investment Grade Date, it will not, and will not permit any of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Periodits Restricted Subsidiaries to, plus (C) all interest and principal paymentsdeclare or make, dividendsor agree to pay or make, distributions and other proceeds received by Borrower directly or indirectly, any Restricted Subsidiary in respect Payment, if an Event of any Restricted Investment during the applicable Calculation PeriodDefault has occurred and is continuing, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentor would result therefrom.

Restricted Payments. (a) The Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, No Credit Party shall make any Restricted Payment, except that: (a) intercompany loans and advances may be made by any Credit Party to any other Credit Party to the extent permitted by Section 6.3(a)(viii); (b) Subsidiaries of Borrower may pay dividends and distributions to Borrower or any Subsidiary Guarantor and Imagination may pay dividends and distributions to Mid-Missouri Telephone; (c) any Credit Party may make employee loans permitted under Section 6.4(b); (d) any Credit Party may make payments of principal and interest of Intercompany Notes issued in accordance with Section 6.3(a)(viii); (e) on each IDS Payment Date (other than March 30, 2005), so long as (i) no Default or Event of Default has occurred and is continuing or would occur as a consequence of the payment of such cash dividends, (ii) no Interest Deferral Period has occurred and is continuing, (iii) no Dividend Suspension Period has occurred and is continuing, (iv) no Deferred Interest remains unpaid under any Subordinated Debt and (v) the Compliance Certificate required to be delivered pursuant to Section 4.1 in respect of the Fiscal Quarter most recently ended prior to such IDS Payment Date has been timely delivered, Borrower may declare and pay quarterly cash dividends to the holders of its Class A common stock on such IDS Payment Date in an aggregate amount which, together with the aggregate amount of all other cash dividends paid by Borrower on its Class A common stock (excluding cash dividends paid by Borrower on its Class A common stock on March 30, 2005 pursuant to Section 6.14(m)) and redemptions or repurchases (excluding such redemptions or repurchases permitted by Section 6.14(l)) by Borrower of shares of its common stock from its officers, employees, consultants and directors in connection with the termination of employment or engagement of any such Person after the Original Closing Date, is less than the amount of Excess Cash as of such IDS Payment Date; (f) on each IDS Payment Date (other than March 30, 2005) (for these purposes, a "Subject IDS Payment Date"), subject to Section 6.19(b) hereof and the subordination provisions of the applicable Subordinated Debt Documents and the other terms of Article 10 of the applicable IDS Subordinated Notes Indenture (and the comparable provisions of the applicable Additional Subordinated Debt Documents) and so long as (i) no Interest Deferral Period has occurred and is continuing and (ii) the Compliance Certificate required to be delivered pursuant to Section 4.1 in respect of the Fiscal Quarter most recently ended prior to its capital stock such Subject IDS Payment Date has been timely delivered, Borrower may pay quarterly accrued and unpaid interest on the Subordinated Debt and prepay any Deferred Interest in cash on such Subject IDS Payment Date in an aggregate amount not to exceed $10,000,000 exceed: (I) Distributable Cash as of such Subject IDS Payment Date minus (II) the aggregate amount of (A) cash dividends paid by Borrower on its Class A common stock during the period from January 1, 2005 through the end of the Fiscal Quarter most recently ended prior to such Subject IDS Payment Date (excluding cash dividends paid by Borrower on its Class A common stock on March 30, 2005 pursuant to Section 6.14(m)), (B) cash redemptions or cash repurchases (excluding such redemptions or repurchases permitted by Section 6.14(l)) during such period by Borrower of shares of its common stock from its officers, employees, consultants and directors in connection with the termination of employment or engagement of any such Person and (C) cash interest payments made by Borrower on the Subordinated Debt during such period (excluding cash interest payments made by Borrower on the Initial IDS Subordinated Notes on March 30, 2005 pursuant to Section 6.14(m)); provided, however, that notwithstanding the foregoing provisions of this Section 6.14(f), if, prior to such Subject IDS Payment Date the payment of interest on a particular series or issue of Subordinated Debt has been deferred pursuant to the interest deferral provisions of the Subordinated Debt Documents applicable to such particular series or issue of Subordinated Debt on eight (8) IDS Payment Dates in the aggregate in any fiscal yearoccurring prior to such Subject IDS Payment Date, then subject to Section 6.19(b) hereof and the subordination provisions of such Subordinated Debt Documents and the other terms of Article 10 of the IDS Subordinated Notes Indenture (iior the comparable provisions of the Additional Subordinated Debt Documents) Restricted Subsidiaries may declare and pay dividends ratably with respect applicable to their capital stocksuch particular series or issue of Subordinated Debt, (iii) the Borrower may make Restricted Payments pursuant to pay quarterly accrued and unpaid interest on such particular series or issue of Subordinated Debt (and prepay Deferred Interest) in accordance with stock option plans cash on such Subject IDS Payment Date; (g) at any time that no Default or other benefit plans for management Event of Default has occurred and is continuing or employees of the Borrower and its Subsidiarieswould result, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in BorrowerIDS Subordinated Notes permitted by Sections 6.3(a)(v), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary (xv) may be refinanced with the proceeds of Subsequent IDS Subordinated Notes in accordance with Section 6.3(a)(xv) and Permitted Additional Subordinated Debt permitted by Section 6.3(a)(vii) may be refinanced with the proceeds of Subsequent IDS Subordinated Notes in accordance with Section 6.3(a)(xv) or Permitted Additional Subordinated Debt in accordance with Section 6.3(a)(vii); (h) the Credit Parties may make dividends the Restricted Payments on the Original Closing Date contemplated by the Restructuring Documents as a part of the Original Related Transactions; (i) Borrower may redeem or distributions repurchase shares of its common Equity Interests stock from its officers, employees, consultants and directors in connection with the termination of employment or options engagement of any such Person, provided that (i) no Default or rights to acquire common Equity Interests, Event of Default has occurred and is continuing or would result therefrom and (viiii) the aggregate amount paid in respect of all such shares so redeemed or repurchased does not exceed $2,000,000 in any Fiscal Year; (j) Borrower or may issue Class A common stock as part of Initial IDS Securities required to be issued pursuant to the Investor Rights Agreement upon exchange of any Restricted Subsidiary Class B common stock of Borrower issued on the Original Closing Date as a part of the Original Related Transactions so long as the Initial IDS-Linked Subordinated Notes issued as part of such Initial IDS Securities are permitted to be issued under Section 6.3(a)(vi); (k) Borrower may make other Restricted Payments (other than cash pay dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount stock solely in shares of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% common stock of Borrower's consolidated quarterly net income ; and (if positivel) so long as no Default or Event of Default has occurred and is continuing or would result, Borrower may repurchase shares of its common stock solely in exchange for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds or with cash received from an issuance of its common stock permitted by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentSection 6.5(a).

Restricted Payments. (a) The Borrower will shall not, and ------------------- will shall not permit any of its Restricted Subsidiaries other Obligor to, declare or make, or agree to pay or make, directly or indirectly, make any Restricted Payment, except or set apart any sum for the purpose of making any Restricted Payment, other than: (a) Restricted Payments made by any Subsidiary of the Borrower to the Borrower and to wholly-owned Subsidiaries of the Borrower; (b) Restricted Payments made by the Borrower in the nature of dividends and other distributions to the holders of its Equity Interests before the Term Conversion Date, at such times as are provided for in the Depositary Agreement, but in any case, no more than once a quarter; provided, however, with respect to this clause (b), that: (i) the Borrower may declare and pay dividends then-outstanding Term Loans are prepaid simultaneously with respect such Restricted Payment in an amount equal to its capital stock not to exceed $10,000,000 the amount of the Restricted Payment; (i) All Mandatory Prepayments made in 2024, in the aggregate in any fiscal yearaggregate, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees as of the Borrower and its Subsidiaries, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the proposed date of such Restricted Payment., shall have met or exceed the Target Aggregate Special Principal Payment Amount for such quarter; (ii) Administrative Agent receives a written certification from the Borrower (confirmed by the Independent Engineer) that (A) any of the Initial Projects then under construction are forecasted to achieve Substantial Completion on or before the Date Certain, (B) the Project Costs included in the most recent Base Case Projections are an accurate estimate of the amount of Project Costs required for such Project to achieve Substantial Completion; and (C) Available Construction Funds for Initial Projects under construction are not less than the aggregate unpaid amount required to cause Final Completion for such Projects to occur in accordance with all Requirements of Law and the EPC Contracts; (iii) at the time of any such Restricted Payments (pro forma for such Restricted Payment, any Indebtedness incurred in connection therewith (including any Loans) and all other applicable pro forma adjustments), the Pre-Term Conversion Debt Service Coverage Ratio for the Calculation Period relating to the Quarterly Payment Date immediately preceding the proposed date of such Restricted Payment is greater than or equal to 1.40:1.00;

Restricted Payments. Declare or pay any Restricted Payments; provided that: (a) The so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower will not, and ------------------- will not permit or any of its Restricted Subsidiaries to, declare may pay dividends in shares of its own common Equity Interests; (b) any Subsidiary of the Borrower may pay cash dividends to the Borrower or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except Guarantor; (i) the Borrower any Non-Guarantor Subsidiary that is a Domestic Subsidiary may declare make Restricted Payments to any other Non-Guarantor Subsidiary that is a Domestic Subsidiary and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) any Non-Guarantor Subsidiary that is a Foreign Subsidiary may make Restricted Subsidiaries may declare and pay dividends ratably with respect Payments to their capital stock, any other Non-Guarantor Subsidiary; (iiid) the Borrower and its Subsidiaries may make cash payment, in lieu of issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for the Equity Interests of the Borrower or a Subsidiary; (e) so long as no Default or Event of Default has occurred and is continuing, the Borrower and its Subsidiaries may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans or similar arrangements for management (including directors and officers) or employees of the Borrower and its Subsidiaries, ; and (ivf) the Borrower or any Restricted Subsidiary may declare and make Restricted Payments in respect aggregate amount in any Fiscal Year not to exceed $10,000,000 so long as (i) no Default or Event of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower Default has occurred and is continuing or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, would result therefrom and (viiii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided that immediately after giving pro forma effect to such Restricted Payments under this clause (vii)Payment and any Indebtedness incurred in connection therewith, the aggregate amount Consolidated Total Leverage Ratio is less than or equal to 2.00 to 1.00, such compliance to be determined on the basis of Restricted Payments made under this clause the financial information most recently delivered to the Lender pursuant to Section 6.1(a) or (viib) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a though such Restricted Payment means the period (taken had been made as one accounting period) from and after June 30, 2000 to and including of the last day of the applicable four fiscal quarter ended immediately preceding the date of such Restricted Paymentperiod covered thereby.

Restricted Payments. (a) The Borrower will not, and ------------------- Borrowers will not permit make any of its ------------------- Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted PaymentPayments, except that: (i) the Borrower may declare HomeCrest and pay dividends with respect to its capital stock not to exceed $10,000,000 in the aggregate in any fiscal year, (ii) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stock, (iii) the Borrower Panther may make Restricted Payments to Omega; (ii) Omega may make the Restricted Payments described in clause (ii) below at any time prior to the first anniversary of the Closing Date, whether or not a Default or Event of Default exists or would be caused thereby (subject to the limit described in such clause (ii), and on the condition that such Restricted Payments are promptly used by Holdings for the purpose described in such clause (ii)); and (iii) if and only if no Default or Event of Default exists or would be caused thereby, Omega may make the following Restricted Payments (subject to the limitations described below, and on the condition that such Restricted Payments are promptly used by Holdings for the purpose described below): (i) a dividend to Holdings in an amount equal to the sum of the merger consideration to be paid on the Closing Date pursuant to the Merger Plan, the "Funded Debt" (as defined in the Merger Plan) of Holdings to be prepaid on the Closing Date, and certain related transaction expenses, to fund payment of such amounts; (ii) a dividend to Holdings in accordance with stock option plans or other benefit plans for an amount equal to the excess (if any) of the "Aggregate Merger Consideration" over the "Estimated Closing Payment" (as those terms are defined in the Merger Plan), to fund the payment required by Section 1.8(f) of the Merger Plan; (iii) dividends to Holdings to fund cash payments to members of Holdings' management or employees of the Borrower under Holdings' Stock call rights and its Subsidiariesrepurchase obligations; provided, (iv) Borrower or any Restricted Subsidiary may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) provided however that immediately after giving effect to such Restricted Payments under this clause (vii), the aggregate amount of Restricted Payments made ----------------- dividends under this clause Section 6.7(iii) and any intercompany loans to Holdings in lieu thereof may not exceed (viii) $1,000,000 per year prior to the issuance of the High Yield Subordinated Permanent Debt, and (ii) $1,500,000 per year after September 30the issuance of the High Yield Subordinated Permanent Debt; (iv) dividends to Holdings to fund the payment of principal, 2000 does interest and other amounts payable under the ▇▇▇▇▇▇ Subordinated Bridge Loan Documents; provided, however that the aggregate amount of such dividends ----------------- may not exceed the sum net proceeds from the issuance of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds High Yield Subordinated Permanent Debt received by Borrower or any Restricted Subsidiary in respect the Borrowers and not applied to repay amounts owed under the West Street Subordinated Bridge Loan Documents; and (v) dividends to Holdings to fund payments due under the Contingent Promissory Note that is secured by the Stockholders' Committee Letter of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted PaymentCredit.

Restricted Payments. (a) The Borrower Parent will not, and ------------------- will not permit any of its the Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except as follows: (ia) the Borrower Parent may declare and pay dividends with respect to its capital stock not Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock). (b) the Parent may make Restricted Payments (including, without limitation, the declaration and payment of cash distributions to exceed $10,000,000 in its Equity Interest holders) up to the aggregate in any fiscal yearamount of Available Cash, so long as (i) no Default or Event of Default has occurred and is continuing or would result therefrom and (ii) after giving effect to such Restricted Payment, the Parent is in Pro Forma Compliance with the financial covenant contained in Section 9.01; (c) Restricted Subsidiaries (other than the Borrower) may declare and pay dividends ratably with respect to their capital stock, Equity Interests. (iiid) any Restricted Subsidiary (other than the Borrower) may make Restricted Payments to any Loan Party (other than the Parent). (e) the Borrower Parent may make Restricted Payments pursuant to and in accordance connection with stock option plans or other benefit plans or arrangements for management directors, management, employees or employees consultants of the Parent and the Restricted Subsidiaries; provided that the amount of Restricted Payments in cash under this clause (e) shall not exceed $5,000,000 during any fiscal year. (f) the Borrower and its Subsidiaries, (iv) Borrower or any the other Restricted Subsidiary Subsidiaries may make Restricted Payments in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower), (v) constituting purchases by the Borrower or any other Restricted Subsidiary may make a of any other Restricted Payment Subsidiary’s capital stock pursuant to a Put Arrangementtransaction expressly permitted by Section 9.05 (other than Sections 9.05(m) and 9.05(n)). (g) the Borrower may make Restricted Payments to the Parent to enable the Parent to make Restricted Payments permitted by Sections 9.04(b) and (e), so long as (vii) the conditions to the Restricted Payments by the Parent set forth in Section 9.04(b) or (e), as applicable, have been satisfied and (ii) the proceeds of such Restricted Payments are promptly applied by the Parent to make Restricted Payments permitted by Sections 9.04(b) or (e), as applicable. (h) the Borrower or any Restricted Subsidiary may make dividends or and other distributions to Parent for the purpose of common Equity Interests or options or rights paying (i) expenses consisting of audit, accounting and legal fees and expenses and other expenses required to acquire common Equity Interestsmaintain its corporate existence, and (viiii) Borrower or to pay any Restricted Subsidiary may make other Restricted Payments (other than cash dividends on its common Stock) customary and reasonable general corporate operating and overhead costs and expenses; provided that immediately after giving effect to such Restricted Payments in each case no Event of Default under this clause Section 10.01(a),(b),(g),(h) or (vii), the aggregate amount of Restricted Payments made under this clause (viii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest has occurred and principal payments, dividends, distributions and other proceeds received by Borrower is continuing or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day of the fiscal quarter ended immediately preceding the date of such Restricted Paymentwill result therefrom.

Restricted Payments. (a) The U.S. Borrower will not, and ------------------- will not permit any of its Restricted Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment, except except: (ia) the U.S. Borrower may declare and pay dividends with respect to its capital stock not to exceed $10,000,000 Equity Interests payable solely in the aggregate in any fiscal year, additional shares of its common stock; (iib) Restricted Subsidiaries may declare and pay dividends ratably with respect to their capital stockEquity Interests; (c) the U.S. Borrower may make the following Restricted Payments with respect to its Equity Interests in each case so long as no Default exists or would be caused thereby: (i) Restricted Payments during fiscal year 2010 in an aggregate amount not to exceed $10,000,000; (ii) Restricted Payments during fiscal year 2011 in an aggregate amount not to exceed $20,000,000; provided, however, that the U.S. Borrower shall not make any Restricted Payment in fiscal year 2011 that, when aggregated with all other Restricted Payments made by the U.S. Borrower in such fiscal year, exceeds $10,000,000 if, on a pro forma basis, assuming such Restricted Payment (and any related incurrence of Indebtedness) had occurred at the beginning of the most recently-ended four fiscal quarter period for which the U.S. Borrower has delivered financial statements under Section 5.01(a) or Section 5.01(b) that precedes the Determination Date for such Restricted Payment, the Leverage Ratio as of such Determination Date would be equal to or greater than 2.5 to 1; and (iii) the Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of during fiscal year 2012; provided, however, that the U.S. Borrower and its Subsidiaries, (iv) Borrower or shall not make any Restricted Subsidiary may make Restricted Payments Payment in respect of Employment Arrangements (including but not limited to purchase of Equity Interests in Borrower)fiscal year 2012 that, (v) Borrower or any Restricted Subsidiary may make a Restricted Payment pursuant to a Put Arrangement, (vi) Borrower or any Restricted Subsidiary may make dividends or distributions of common Equity Interests or options or rights to acquire common Equity Interests, and (vii) Borrower or any Restricted Subsidiary may make when aggregated with all other Restricted Payments (other than cash dividends made by the U.S. Borrower in such fiscal year, exceeds $10,000,000 if, on its common Stock) provided that immediately after giving effect to a pro forma basis, assuming such Restricted Payments under this clause Payment (vii), and any related incurrence of Indebtedness) had occurred at the aggregate amount of Restricted Payments made under this clause (vii) after September 30, 2000 does not exceed the sum of (A) $60,000,000 plus (B) 50% of Borrower's consolidated quarterly net income (if positive) for each calendar quarter ended during the applicable Calculation Period, plus (C) all interest and principal payments, dividends, distributions and other proceeds received by Borrower or any Restricted Subsidiary in respect of any Restricted Investment during the applicable Calculation Period, plus (D) all Restricted Investments in any Unrestricted Subsidiary which is redesignated as a Restricted Subsidiary. As used above, the applicable "Calculation Period" with respect to a Restricted Payment means the period (taken as one accounting period) from and after June 30, 2000 to and including the last day beginning of the most recently-ended four fiscal quarter ended immediately preceding period for which the date of U.S. Borrower has delivered financial statements under Section 5.01(a) or Section 5.01(b) that precedes the Determination Date for such Restricted Payment, the Leverage Ratio as of such Determination Date would be equal to or greater than 2.0 to 1.