Common use of Restricted Payments Clause in Contracts

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock or other common equity interests of the Person making such dividend) on, and shall cause or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, in each Restricted Subsidiary not tocase, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor or any other Person that owns a direct equity interest in such Subsidiary in proportion to such Person’s ownership interest in such Subsidiary; (b) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Wholly Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Wholly Owned Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock Capital Stock or other Equity Interests equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower so long as no Default or Event of Default has occurred and each Restricted Subsidiary is continuing or would result therefrom, Holdings may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Paymentshares, in each case, with to the extent consideration therefor consists of the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or Qualified Capital Stock (other common than any Specified Equity Interests of the BorrowerContribution); (di) Holdings may make a Restricted Payment to (or to allow any direct or indirect parent thereof to) pay for the repurchase, retirement or other acquisition of Capital Stock of Holdings (or retirement for value of Equity Interests of the Borrower any direct or indirect parent thereof) held by any future, present or former employeeofficers, director directors, employees or consultant consultants of any Group Member (or any spouses, successors, administrators, heirs or legatees of any of the Borrower foregoing) upon the death, disability or termination of employment or services of such individual, and (ii) any Group Member may purchase, redeem or otherwise acquire any Capital Stock from the present or former employees, officers, directors and consultants of any Group Member (or any spouses, successors, administrators, heirs or legatees of its Restricted Subsidiaries either any of the foregoing) pursuant to the terms of any management equity employee stock option, incentive stock or other equity-based plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancyarrangement; provided, however, provided that the aggregate Restricted Payments made amount of payments under this clause (d) do shall not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar fiscal year $5,000,000 (with unused amounts in any calendar fiscal year being carried over to succeeding calendar fiscal years subject to a maximum of the greater of $10,000,000 in any fiscal year) plus, in each case, (x) $12,500,000 and any proceeds received by any Group Member after the date hereof in connection with the issuance of Qualified Capital Stock (other than any Specified Equity Contribution) that are used for the purposes described in this clause (d) plus (y) 4.0% the net cash proceeds of Consolidated Adjusted EBITDA any “key-man” life insurance policies of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar yearGroup Member that have not been used to make any repurchases, redemptions or payments under this clause (d); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: as (ix) no Default or Event of Default shall have occurred and be continuing or would be caused thereby, result therefrom, (iiy) after giving pro forma effect thereto to the payment of such Restricted Payment, the Borrower would shall be in pro forma compliance with the Financial Covenant, calculated on a Pro Forma Basis, covenant set forth in Section 8.1 as of the last day date of such the most recently ended Calculation Period, and recent financial statements delivered pursuant to Sections 7.1(a) and (iiib) and (z) the aggregate amount of all such Restricted Payments pursuant Borrower shall have delivered to this clause (e) does not exceed the sum of (A) the greater of Administrative Agent a certificate evidencing compliance with clauses (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of ), Holdings and the Borrower and its may make Restricted Subsidiaries for Payments (i) in an aggregate amount not to exceed $15,000,000 plus (ii) if the Calculation Period then most recently ended at the time of such Restricted Payment and (B) Available Amount Condition has been met, the Available Amount; (f) the Borrower Holdings may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower)make Permitted Tax Distributions; (i) if to the holder extent actually used by Holdings (or beneficial owner any direct or indirect parent thereof) to pay such taxes, costs and expenses, the Borrower may make Restricted Payments to or on behalf of such Equity Interests Holdings (or Indebtedness is any direct or indirect parent thereof) in an amount sufficient to pay franchise taxes and other fees required to qualify under maintain the Gaming Laws and does not so qualify; or legal existence of Holdings (or any direct or indirect parent thereof), (ii) if necessary the Borrower may make Restricted Payments to or on behalf of Holdings (or any direct or indirect parent thereof) in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the reasonable, good faith judgment nature of overhead in the Board ordinary course of Directors business of Holdings (or any direct or indirect parent thereof) to the Borrower, as evidenced by a board resolution, extent such expenses are attributable to prevent the loss ownership or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business operation of the Borrower and its the Subsidiaries in an aggregate amount not to exceed $2,000,000 in any fiscal year and (iii) the Borrower may make Restricted SubsidiariesPayments to or on behalf of Holdings (or any direct or indirect parent thereof) to enable Holdings to pay fees, taken as a wholesalaries, bonuses, expenses and indemnities owing to directors, officers and employees of Holdings (or would restrict any direct or indirect parent thereof) to the ability extent such expenses are attributable to the ownership or operation of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionand the Subsidiaries; (h) the Borrower may make Restricted Payments to Holdings (or any direct or indirect parent thereof) the proceeds of which are used to make cash payments solely in lieu of issuing fractional shares issuable as dividends on its Equity Interestsin connection with the exercise of warrants, options, or other securities convertible into or exchangeable for Capital Stock in an amount not to exceed $200,000 in any fiscal year; (i) Holdings may make Restricted Payments constituting non-cash repurchases of Capital Stock of Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options or warrants (or equivalent) if such Capital Stock represents a portion of the exercise price of such options or warrants; (j) to the extent constituting Restricted Payments, any Group Member may enter into transactions expressly permitted by Sections 8.4, 8.5 and 8.7; (a) the payment of annual fees to any Sponsor or any of its Affiliates pursuant to the Management Agreement in an aggregate amount per annum not to exceed $500,000, (b) dividends or distributions pursuant to the Class C Agreement in an aggregate amount per annum not to exceed $500,000; (c) (i) payments of indemnification and third-party expense reimbursements under the Expense Reimbursement Agreement and Management Agreement and (ii) other payments under the Expense Reimbursement Agreement or other fees under the Management Agreement and the Class C Agreement in an aggregate amount not to exceed $15,000,000; provided that, payments pursuant to this clause (ii) in any calendar year do not exceed $5,000,000, in each case as such agreements are in effect on the Closing Date or as such agreements may be amended in accordance with Section 8.9; (l) the Borrower and its Restricted Subsidiaries may make other Restricted Payments on its common stock (or Restricted Payments to Holdings or any direct or indirect parent thereof to fund Restricted Payments on such entity’s common stock), following the consummation of a Qualified Public Offering after the Closing Date, so long as (i) no Event of Default shall exist up to 6% per annum of the net cash proceeds received by or be continuing or would result therefrom and (ii) after giving pro forma effect contributed to the making of such Borrower in or from any Qualified Public Offering; (m) the Group Members may make Restricted PaymentPayments on the Closing Date to fund the Transactions as described in the Confidential Information Memorandum, including immediately after the LLC Conversion, the Consolidated Total Leverage Ratio, calculated on Target may redeem the one Class B unit held by Avista for a Pro Forma Basis as of the most recently ended Calculation Period, would redemption price not to exceed 3.50 to 1.00$100; and (jn) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions Restricted Payments to such parentHoldings to fund Restricted Payments to be made by Holdings pursuant to clause (c), (d), (e), (f) or (k) of this Section 8.6.

Restricted Payments. The Borrower shall notDeclare or pay any dividend on, and shall cause each or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings or any Restricted Subsidiary not toSubsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings or any Restricted PaymentSubsidiary, or incur enter into any obligation derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (contingent a “Derivatives Counterparty”) obligating Holdings or otherwise) any Restricted Subsidiary to do somake payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Payments”), except that: (a) each any Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)Loan Party; (b) Restricted Payments in connection with the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the acquisition by Holdings of Holdings’ common stock or other equity interests relating to Holdings’ common Equity Interests stock from present or former officers, directors, consultants, agents or employees (or their estates, family members or former spouses) of such Person; (c) the Borrower and each Holdings or any Restricted Subsidiary may purchaseupon the death, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchasedisability, retirement or other acquisition or retirement for value termination of Equity Interests employment of the Borrower held by any futureapplicable officer, present director, consultant, agent or former employee, director employee or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancyarrangement; provided, however, provided that the aggregate Restricted Payments made amount of payments under this clause (db) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar fiscal year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default Holdings shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (xi) $50,000,000 11,250,000, plus (ii) any proceeds received by Holdings subsequent to the date hereof in connection with sales of any common stock or common stock options sold in connection with permitted employee compensation and incentive arrangements, plus (iii) any amounts received by Holdings in such fiscal year and (yto the extent not used pursuant to this clause (b)) 17.5% any prior fiscal years pursuant to key man life insurance policies plus (iv) any Restricted Payments permitted (but not made) pursuant to this clause (b) in the immediately prior fiscal year; provided, that cancellation of Consolidated Adjusted EBITDA Indebtedness owing to Holdings or any Restricted Subsidiary by any member of the Borrower and management of Holdings or its Restricted Subsidiaries for in connection with a repurchase of the Calculation Period then most recently ended at Capital Stock of the time of such Holdings or any parent company will not be deemed to constitute a Restricted Payment and for purposes of this Section 7.6; (Bc) Non-Guarantor Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries; (d) Holdings may purchase fractional shares of its common stock arising out of stock dividends, splits or combinations or business combinations; (e) Restricted Payments to the extent made with the Available Amount; (f) Restricted Payments to make payments provided for in the Borrower Management Agreement; (g) Investments permitted by Section 7.8; (h) provided that no Default or Event of Default is continuing or would result therefrom, Holdings may make Restricted Payments in an aggregate amount not to exceed $20,000,000; (i) noncash repurchases of Capital Stock deemed to occur upon exercise of stock options or similar equity incentive awards if such Capital Stock represents a portion of the exercise price of such options or similar equity incentive awards; (j) to the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 7.4, 7.5, 7.8 and 7.10; (k) any non-wholly owned Restricted Subsidiary of Holdings may declare and pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, equity holders generally so long as Holdings or its respective Subsidiary which owns the equity interests in the Restricted Subsidiary paying such dividend receives at least its proportional share thereof (ibased upon its relative holding of the equity interests in the Restricted Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of equity interest of such Restricted Subsidiary); and (l) at any time after a Qualified IPO, provided that no Default or Event of Default shall exist or be is continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated Ratio shall not exceed 2.00 to 1.00 on a Pro Forma Basis pro forma basis as of the end of the most recently ended Calculation PeriodTest Period for which financial statements have been delivered pursuant to Section 6.1, would not exceed 3.50 both immediately prior to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parentand immediately after giving effect to such Restricted Payment, the Borrower Holdings may make Permitted Tax Distributions to such parentunlimited Restricted Payments.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not to, directly Declare or indirectly, declare pay any dividend or make any Restricted Payment, or incur any obligation other distribution (contingent by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the Person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to do sopurchase or acquire) any Equity Interests of the Borrower or any Parent Entity or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the Borrower or any Parent Entity), except in each case excluding payments pursuant to the Transactions and payments required by the Plan of Reorganization (the foregoing, “Restricted Payments”); provided, however, that: (a) each Restricted any Subsidiary of the Borrower may make Restricted Payments to the Borrower and or to any Wholly-Owned Restricted Subsidiaries Subsidiary of the Borrower (andor, in the case of a Restricted Payment by a non-whollyWholly-owned Restricted SubsidiaryOwned Subsidiaries, to the Borrower and or any Restricted Subsidiary of the Borrower that is a direct or indirect parent of such Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interests); (b) Restricted Payments may be made in respect of (i) overhead, corporate operating, legal, accounting and other professional fees and expenses of any Parent Entity, (ii) fees and expenses related to any public offering or private placement of debt or equity securities of any Parent Entity whether or not consummated, (iii) franchise and similar taxes and other fees and expenses, required to maintain any Parent Entity’s existence, (iv) payments permitted by Section 6.07(b) (other than clauses (vii), (xxii) and (xxiii) thereof), (v) customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any Parent Entity, in each case in order to permit any Parent Entity to make such payments, and (vi) interest and/or principal on Indebtedness of any Parent Entity, the proceeds of which have been contributed to the Borrower or any Subsidiary thereof and each Restricted that has been guaranteed by, or is otherwise considered Indebtedness of, the Borrower or any Subsidiary may declare and make dividend payments or other distributions payable solely thereof in accordance with Section 6.01; provided, that in the common stock case of clauses (i), (ii) and (iii), the amount of such Restricted Payments shall not exceed the portion of any amounts referred to in such clauses (i), (ii) and (iii) that are allocable to the Borrower or other common its Subsidiaries; (c) Restricted Payments may be made to any Parent Entity the proceeds of which are used to purchase or redeem the Equity Interests of the Borrower or any Parent Entity (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of any Parent Entity, the Borrower or any of the Subsidiaries or by any Plan or any shareholders’ agreement then in effect upon such Person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued; provided, that the aggregate amount of such purchases or redemptions under this paragraph (c) shall not exceed in any fiscal year (1) $9,000,000 which shall increase to $18,000,000 per fiscal year after a Qualified IPO, plus (2) (x) the amount of net proceeds contributed to the Borrower that were received by any Parent Entity during such calendar year from sales of Equity Interests (other than Disqualified Stock) of any Parent Entity (to the extent contributed to the Borrower) to directors, consultants, officers or employees of any Parent Entity, the Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements and (y) the amount of net cash proceeds of any key-man life insurance policies received during such calendar year, which, if not used in any year, may be carried forward to any subsequent calendar year, subject, with respect to unused amounts from clause (1) of this proviso that are carried forward, to an overall limit in any fiscal year of $15,000,000 which shall increase to $30,000,000 per fiscal year after a Qualified IPO; (d) noncash repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (e) Restricted Payments may be made in an aggregate amount equal to the portion, if any, of the Cumulative Credit on such date that the Borrower elects to apply to this Section 6.06(e), such election to be specified in a written notice of a Responsible Officer of the Borrower calculating in reasonable detail the amount of Cumulative Credit immediately prior to such election and the amount thereof elected to be so applied; (f) Restricted Payments may be made to allow any Parent Entity 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 Equity Interests of any such Person; (cg) any Restricted Payment made under or in connection with the Lease Agreements, an Operating Management Agreement or the Management and Lease Support Agreement, or any tax matters or tax sharing agreement, employee matters agreement, transition services agreement or other agreement as contemplated by the Plan of Reorganization; (h) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares any of its common stock or Subsidiaries may make Restricted Payments to any Parent Entity and other common holders of Equity Interests in the Borrower in accordance with the Limited Liability Company Agreement with respect to any fiscal year to the extent necessary for such Parent Entity to distribute cash dividends to its shareholders in an aggregate amount not to exceed one hundred percent (100.0%) of its “real estate investment trust taxable income” within the meaning of Section 857(b)(2) of the Code for each taxable year; (i) Restricted Payments may be made to any Parent Entity to finance any Investment that would otherwise be permitted to be made by a Borrower or warrants a Subsidiary pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such Parent Entity shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or options Equity Interests) to acquire any be contributed to the Borrower or a Subsidiary or (2) the merger, consolidation or amalgamation (to the extent permitted in Section 6.05) of the Person formed or acquired into the Borrower or such shares Subsidiary in order to consummate such Permitted Business Acquisition or make any other Restricted PaymentInvestment, in each case, in accordance with the proceeds received by the Borrower from the substantially concurrent issue requirements of new shares of its common stock or other common Equity Interests of the BorrowerSection 5.10; (dj) any Purging Distribution may be made; (k) [reserved]; (l) there shall be permitted the exchange of Series A Preferred Units or Series A Preferred Shares for Series A Preferred Redeeming Subordinated Debt, after the occurrence of a default thereunder by the issuer of Series A Preferred Units or Series A Preferred Shares at the election of the holders thereof in accordance with the respective terms of such Series A Preferred Units or Series A Preferred Shares; (m) [reserved]; (n) Restricted Payment Payments to any Parent Entity that files a consolidated tax return that includes the Borrower and its Subsidiaries (including, without limitation, by virtue of such Parent Entity being the common parent of a consolidated or combined tax group of which the Borrower and/or its Subsidiaries are members) in an amount not to exceed the amount that the Borrower and its Subsidiaries would have been required to pay for in respect of federal, state or local taxes (as the repurchase, retirement or other acquisition or retirement for value of Equity Interests of case may be) if the Borrower held by any future, present and its Subsidiaries paid such taxes as a stand-alone taxpayer (or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate stand-alone group); (o) additional Restricted Payments made under this clause (d) do in an aggregate amount not to exceed the greater of (x) $7,500,000 30,000,000 and (y) 2.500.60% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)Total Assets; (ep) the Borrower may declare payment of any dividend or pay cash dividends to its stockholders, purchase, redeem distribution or otherwise acquire shares the consummation of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders irrevocable redemption within 60 days after the date of its declaration thereof, if such dividend could have been paid on at the date of its declaration in compliance or the consummation of any irrevocable redemption, as applicable, such payment would have complied with the provisions of this Section 8.06Agreement; (gI) the Borrower may redeem redemption, repurchase, retirement or repurchase other acquisition of any Equity Interest Interests (“Retired Capital Stock”) or subordinated Indebtedness of the Borrower, any Parent Entity of the Borrower or any Loan Party in exchange for, or out of its Subsidiaries (other than any the proceeds of, the substantially concurrent sale of, Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any Parent Entity of its Restricted Subsidiaries the Borrower or contributions to conduct business the equity capital of the Borrower (other than any Disqualified Stock or any Equity Interests sold to a Subsidiary or to the Borrower) (provided that the amount of such cash proceeds utilized for any such redemption, repurchase, retirement or other acquisition will not increase the Cumulative Credit, and such proceeds may not be utilized for any such redemption, repurchase, retirement or other acquisition to the extent that they do increase the Cumulative Credit) (collectively, including any such contributions, “Refunding Capital Stock”), (II) the declaration and payment of dividends on the Retired Capital Stock out of the proceeds of the substantially concurrent sale (other than to a Subsidiary or to the Borrower) of Refunding Capital Stock, and (III) the declaration and payment of dividends on the Refunding Capital Stock (other than Refunding Capital Stock the proceeds of which were used to redeem, repurchase, retire or otherwise acquire any Equity Interests of any Parent Entity of the Borrower) in any gaming jurisdictionan aggregate amount no greater than the aggregate amount of dividends that were declarable and payable on such Retired Capital Stock immediately prior to such retirement; (hr) Restricted Payments in respect of Disqualified Stock issued after the Borrower may make cash payments solely Closing Date in lieu of fractional shares issuable as dividends on its Equity Interestsaccordance with Section 6.01; (is) Restricted Payments that are made with Excluded Contributions; or (t) the Borrower and its Restricted Subsidiaries may make contribution or other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as distribution of the most recently ended Calculation Period, would not exceed 3.50 common equity of Parent to 1.00; and (j) if any CPLV Entity in connection with the Borrower becomes a member (conversion or becomes treated as a disregarded entity exchange of a member) Indebtedness of a consolidated income tax group of which a direct or indirect parent any of the Borrower is CPLV Entities for or into the common parent, the Borrower may make Permitted Tax Distributions to such parentequity of Parent.

Restricted Payments. The If an Event of Default shall have occurred and be continuing, Borrower shall notnot (i) Declare or pay any dividend (other than dividends payable solely in equity securities of the Person making such dividend) on, and shall cause each Restricted Subsidiary not toor make any payment on account of any Capital Stock of any Group Member, (ii) set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or (iii) make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of any Group Member (other than those payable solely in equity securities) (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower Borrower, the Subsidiary Guarantors and any other Person that owns an equity interest in such Subsidiary, ratably according to Wholly-Owned Restricted Subsidiaries (and, their respective holdings of the type of equity interest in the case respect of a which such Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity securities of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, equity interests issued by it with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the BorrowerInterests; (d) a Restricted Payment to pay provided that the Total Revolving Extensions of Credit equal $0.00, Borrower may purchase, redeem or otherwise acquire for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the cash equity interests issued by Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon buy-back plans approved by the termination board of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater directors of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for disclosed to the Calculation Period then most recently ended at the Administrative Agent from time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)time; (e) Group Members may convert Indebtedness into Capital Stock and may issue Capital Stock upon conversion of convertible promissory notes and other evidences of Indebtedness that constitute Capital Stock; (f) provided that the Total Revolving Extensions of Credit equal $0.00, Borrower may declare or pay cash dividends to its stockholders, stockholders and purchase, redeem or otherwise acquire shares for cash equity interests issued by Borrower; and (g) at any time while the Total Revolving Extensions of Credit exceed $0.00, but are less than $15,000,000, Borrower may declare or pay cash dividends to its capital stock or warrantsstockholders on the Capital Stock of Borrower, rights or options to acquire any such shares for cashprovided, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: that (i) no Event Borrower is required to declare and pay such cash dividend pursuant to any instrument, agreement, document or certificate that exists as of Default shall be continuing or would be caused thereby, the date of this Agreement and (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenantto such declaration, calculated on a Pro Forma Basispayment, as of the last day of such most recently ended Calculation Periodpurchase, and (iii) redemption or acquisition, the aggregate amount of all such Restricted Payments pursuant to this clause (e) transactions in any fiscal year does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent3,500,000.

Restricted Payments. The Borrower shall notNeither Holdco nor any Covered Group Member shall, and shall cause each Restricted Subsidiary not to(i) declare or pay any dividend (other than dividends payable solely in common Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of Holdco or any Covered Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdco or any Covered Group Member or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with this Agreement) (any such payment referred to in clauses (i) and (ii), a “Restricted Payment”), other than the following payments or incur other actions (each of which shall be in addition to and not exclusive of any obligation (contingent or otherwise) to do so, except that:other such action): (a) redemptions, acquisitions or the retirement for value or repurchases (or loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, or any executive or employee savings or compensation plans, or, in each Restricted Subsidiary may make Restricted Payments case to the Borrower and to Wholly-Owned Restricted Subsidiaries (andextent applicable, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiarytheir respective estates, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock spouses, former spouses or family members or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)permitted transferees; (b) Restricted Payments by any Subsidiary (including an Excluded Subsidiary) to its direct parents or to the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Personany Guarantor that is a Wholly Owned Subsidiary; (c) Restricted Payments by any JV Subsidiary required or permitted to be made pursuant to the terms of the joint venture arrangements to holders of its Capital Stock, provided that, the Borrower and each its Subsidiaries have received their pro rata portion of such Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the BorrowerPayments; (d) a Permitted Tax Distributions; (e) Restricted Payment Payments by the Borrower to Holdco, the proceeds of which are to be used by Holdco to pay for (i) its operating expenses and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses) incurred in the repurchaseordinary course of business of Holdco, retirement or other acquisition or retirement for value of Equity Interests (ii) any payments in respect of the Borrower held preferred Capital Stock of Holdco; (iii) reasonable and customary indemnification claims made by any future, present directors or former employee, director officers of Holdco attributable to the ownership or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA operation of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (yiv) 4.0% of Consolidated Adjusted EBITDA of the Borrower any amount due and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of payable by the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which that is held or beneficially owned permitted to be paid by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionunder this Agreement; (hf) Restricted Payments by the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower to Holdco and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, by Holdco so long as (i) no Default or Event of Default shall exist or have occurred and be continuing or would result therefrom at the time of such payment and (ii) immediately prior to and after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 Ratio shall be less than 3.00 to 1.00; and (jg) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower Holdco may make Permitted Tax Distributions Restricted Payments in respect of preferred Capital Stock of Holdco to such parentthe holders thereof.”.

Restricted Payments. The Borrower shall notDeclare or pay any dividends, and shall cause each Restricted Subsidiary not topurchase, directly redeem, retire, defease or indirectlyotherwise acquire for value any of its Equity Interests or Convertible Securities now or hereafter outstanding, declare return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, Convertible Securities, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or permit any of its Subsidiaries to do any of the foregoing, or permit any of its Subsidiaries to issue or sell any Equity Interests or Convertible Securities, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests or Convertible Securities in the Borrower (each of the foregoing, a “Restricted Payment, or incur any obligation (contingent or otherwise) to do so”), except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower , so long as no Default shall have occurred and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended be continuing at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year);action described below or would result therefrom: (ei) the Borrower may (A) declare or and pay cash dividends to its stockholdersand distributions payable only in common stock of the Borrower, and (B) purchase, redeem redeem, retire, defease or otherwise acquire shares of its capital stock with the proceeds received contemporaneously from the issue of new shares of its capital stock with equal or warrantsinferior voting powers, rights or options to acquire any such shares for cashdesignations, preferences and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby,rights; (ii) after giving pro forma effect thereto any Subsidiary of the Borrower would be (other than Virginia PCS Alliance, L.C.) may declare and pay any dividend (or, in compliance with the Financial Covenantcase of any partnership or limited liability company, calculated any similar distribution) to the holders of its Equity Interests on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, andpro rata basis; (iii) the aggregate Borrower may dividend to the Parent an amount of all such Restricted Payments pursuant to this clause (e) does in any Fiscal Year not exceed greater than the sum of (A) the greater lesser of (x) $50,000,000 the expenses of the Parent that are reasonably allocable to the business and (y) 17.5% of Consolidated Adjusted EBITDA operations of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (By) the Available Amount$2,000,000; (fiv) the Borrower may pay cash dividends make any purchase, repurchase, redemption, retirement or other acquisition for value of shares of, or options to its stockholders within 60 days after purchase shares of, common stock of Parent, the date Borrower or any of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem Subsidiaries from employees, former employees, directors or repurchase any Equity Interest or Indebtedness former directors of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner permitted transferees of such Equity Interests employees, former employees, directors or Indebtedness is required former directors), or may make any dividend or distribution for the purpose of funding the foregoing, pursuant to qualify under the Gaming Laws and does not so qualify; or terms of agreements (iiincluding employment agreements) if necessary in the reasonable, good faith judgment of or plans (or amendments thereto) approved by the Board of Directors of Parent, the Borrower or such Subsidiary of the Borrower under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such common stock; provided, however, that the aggregate amount of such purchases, repurchases, redemptions, retirements and other acquisitions for value will not exceed $10,000,000 in the aggregate; (v) the Borrower and any Subsidiary of the Borrower may make the payments of earnouts or other forms of deferred consideration to former stockholders or owners of an acquired entity, business unit or all or substantial part of the assets of a Person in respect of an acquisition transaction permitted by Section 5.02(f)(vi); (vi) the Borrower and any Subsidiary of the Borrower may make repayments of obligations in respect of Convertible Securities that constitute Debt incurred in accordance with the provisions of Section 5.02(b); (vii) the repurchase of Equity Interests deemed to occur upon the exercise of options or warrants to the extent that such Equity Interests represents all or a portion of the exercise price thereof; (viii) Virginia PCS Alliance, L.C. may make Virginia PCS Payments in an aggregate amount not to exceed $2,000,000, which amount shall increase by an additional $2,000,000 on January 1 of each year, commencing January 1, 2013; (ix) except during any Dividend Suspension Period, the Borrower may make Restricted Payments in an amount not to exceed the Distributable Amount; provided that at the time of any proposed Restricted Payment pursuant to this clause (viii), (A) the Borrower’s Leverage Ratio shall be no greater than 4.25 to 1.00 as of such date, calculated based on (1) Consolidated Debt for Borrowed Money as evidenced by of such date and (2) EBITDA for the four Fiscal Quarter period most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii), and (B) if the Borrower has incurred any Debt for Borrowed Money (other than in respect of Capitalized Leases for vehicles in aggregate amount less than $2,000,000) since the last day of the Fiscal Quarter most recently then ended for which financial statements have been delivered pursuant to Section 5.03(b)(iii) or (c)(ii), the Borrower shall, prior to making such Restricted Payment, deliver a board resolution, to prevent certificate with supporting calculations from a Responsible Officer demonstrating compliance with the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, Leverage Ratio requirement set forth above in clause (A); and (x) so long as the case Borrower and the Parent are members of the same consolidated or combined group for federal, state, local or foreign income Tax purposes, the Borrower may bemake Restricted Payments to the Parent to pay the relevant consolidated or combined federal, would have a material adverse effect on state, local or foreign Taxes attributable to the business income of the Borrower and its Restricted Subsidiaries, taken as a whole, or Subsidiaries included in such group; provided that the amount of any such payments shall not exceed the amount that would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) be payable by the Borrower and its Restricted such Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect if they were to the making of pay such Restricted Payment, the Consolidated Total Leverage Ratio, calculated Taxes on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentstand-alone basis.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectlyIn the case of the Parent Guarantor, declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such (collectively, “Restricted PaymentPayments”); provided, however, that (i) the Parent Guarantor may take such actions only so long as (A) no Default or incur any obligation Event of Default shall have occurred and be continuing or would result therefrom and (contingent or otherwiseB) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to as of the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests date of such Restricted Subsidiary action, the Loan Parties are in compliance with the covenants contained in Section 5.04 (both immediately before and on a pro rata forma basis based on their relative ownership interestsimmediately after giving effect to such action); , (bii) the Borrower and each Restricted Subsidiary Parent Guarantor may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; the Parent Guarantor and (ciii) the Borrower and each Restricted Subsidiary Parent Guarantor may purchase, redeem redeem, or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests Interests, so long as the aggregate amount of the Borrower; (d) a Restricted Payment to pay for the repurchasesuch purchases, retirement redemptions and acquisitions of shares of common stock or other acquisition or retirement for value of common Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights warrants or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as does not at any time exceed 90% of the last day Funds From Operations for the consecutive four fiscal quarters of such the Parent Guarantor most recently ended Calculation Period, and (iii) for which financial statements are required to be delivered to the aggregate amount of all such Restricted Payments Lender Parties pursuant to this clause Section 5.03(b) or (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrowerc); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect . Notwithstanding anything herein to the making contrary, cash and stock dividends payable by the Parent Guarantor on Equity Interests shall be permitted to the extent necessary to maintain the Parent’s REIT status, provided that the cash component of such Restricted Payment, dividends shall be the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (minimum amount required by law or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to regulation for such parentpurpose.

Restricted Payments. The Borrower shall Each Obligor will not, and shall cause each Restricted Subsidiary will not to, directly or indirectly, declare or permit any of its Subsidiaries to make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to Parent may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends Dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Paymentsshareholders, in each case so long asas the Parent or any Subsidiary of the Parent which owns an Equity Interest in such Subsidiary either: (i) no Event receives a percentage of Default shall be continuing or would be caused thereby,any such Dividends which is at least equal to its percentage Equity Interest in the respective Subsidiary paying the Dividend; (ii) receives additional Equity Interests in such Subsidiary in an amount equal to the Dividends which would have been received by it pursuant to sub-paragraph (i); provided that (A) after giving pro forma effect thereto to each receipt of additional Equity Interests pursuant to this sub-paragraph (ii), the Borrower would be financial covenants in Clause 24 (Financial Condition) are in compliance with the Financial Covenant, calculated on a Pro Forma BasisBasis and (B) at the date of receipt of such additional Equity Interests the Existing Borrower shall have Available Liquidity of at least €50,000,000; or (iii) (in the case only of Dividends whereby such Subsidiary is either redeeming, as retiring, purchasing or otherwise acquiring, directly or indirectly, for a consideration any shares of any class of its share capital or any partnership or membership interests outstanding (or any options or warrants issued by such person with respect to its share capital or other Equity Interests), or setting aside any funds for any of the last day foregoing purposes, or is permitting any of its Subsidiaries to purchase or otherwise acquire for a consideration any shares of any class of the share capital or any partnership or membership interests of such most recently ended Calculation Periodperson outstanding (or any options or warrants issued by such person with respect to its share capital or other Equity Interests)), waives its entitlement to, or otherwise agrees not to receive, such Dividends; provided that (A) after giving effect to the redemption, retirement, purchase or acquisition of any of such Subsidiary’s shares the percentage of Equity Interests held by the Parent or any Subsidiary of the Parent in such Subsidiary increases, (B) after giving effect to each waiver or agreement not to receive Dividends pursuant to this sub-paragraph (iii) the financial covenants in Clause 24 (Financial Condition) are in compliance on a Pro Forma Basis and (C) at the date of such waiver or agreement the Existing Borrower shall have Available Liquidity of at least €50,000,000; (b) any Subsidiary of the Parent (other than the Existing Borrower and its Subsidiaries if any Default or Event of Default is then in existence) may declare and pay Dividends or make distributions to the Parent or a Wholly-Owned Subsidiary of the Parent; (c) payments may be made from time to time with respect to Affiliate Debt permitted to be incurred and remain outstanding in accordance with the terms of this Agreement, in each case so long as (x) the respective payment is permitted to be made in accordance with the terms of the Intercreditor Deed and (y) other than in the case of payments made by any Non-U.S. Subsidiary of the Parent (which is not also a Subsidiary of the Existing Borrower) to the Parent and payments made by any person to the Existing Borrower (or to any person which then transmits such payments to the Existing Borrower or one or more other persons who immediately transmit such payments to the Existing Borrower), no Default or Event of Default then exists (both before and after giving effect to the respective payment); (d) the Parent may (i) repurchase the Parent Common Stock and/or options to purchase the Parent Common Stock held by or (ii) make payments pursuant to equity appreciation rights agreements to, directors, executive officers, members of management or employees of the Parent or any of its Subsidiaries upon the death, disability, retirement or termination of such director, executive officers, member of management or employee, so long as (A) no Default or Event of Default then exists or would exist after giving effect thereto and (B) the aggregate amount of cash expended by the Parent pursuant to this paragraph (d) shall not exceed €10,000,000 in any fiscal year of the Parent plus the net cash proceeds of Parent Common Stock sold to directors, executive officers, members of management or employees of the Parent and its Subsidiaries in such fiscal year; (e) if any Parent Preference Shares B are issued after the Initial Borrowing Date in accordance with the terms of the Parent’s Articles of Association as the terms of the Parent Preference Shares B thereunder are in effect on the Initial Borrowing Date or as thereafter amended in a manner no less favorable to the Lenders, then at any time and from time to time thereafter, so long as no Default or Event of Default then exists, and so long as no Default or Event of Default will exist after giving effect to the respective redemption of Parent Preference Shares B, the Parent may redeem its outstanding Preference Shares B, at their issue price plus any accrued and unpaid dividends thereon, provided that at the date of the declaration of the respective redemption of the Parent Preference Shares B (and if such redemption is consummated within 30 days of such declaration), after giving effect to the respective redemption, the Existing Borrower shall have Available Liquidity of at least €50,000,000; and (f) so long as no Default or Event of Default then exists, and so long as no Default or Event of Default will exist after giving effect to the respective payment of Dividends, the Parent may pay, during the first six months of any fiscal year of the Parent regularly accruing Dividends based on the Parent’s Consolidated Net Income for the immediately preceding fiscal year: (i) with respect to Parent Preference Shares A (so long as there is no increase to the number of shares of outstanding Parent Preference Shares A after the Initial Borrowing Date), in an aggregate amount not to exceed that amount determined in accordance with the Articles of Association of the Parent (as in effect on the Initial Borrowing Date or as thereafter amended in a manner no less favorable to the Lenders) and the resolution of the Executive Board of the Parent providing for the first issuance of Parent Preference Shares A, it being understood and agreed that the aggregate amount of Dividends paid in respect of the Parent Preference Shares A in each fiscal year of the Parent pursuant to this sub-paragraph (i) shall not exceed €11,200,000 for the fiscal years ending closest to 31 December 2003 through till 2008, and thereafter in such amount as calculated in accordance with the Articles of Association of the Parent (referred to as the “Applicable Preference Share A Dividend”) provided that to the extent the aggregate amount of Dividends paid pursuant to this sub-paragraph (i) are less than the Applicable Preference Share A Dividend in any fiscal year of the Parent (beginning with fiscal year 2006), the difference between the amount paid in such fiscal year and the Applicable Preference Share A Dividend, may be carried forward and used to pay Dividends in respect of the Parent Preference Shares A in succeeding fiscal years; (ii) with respect to Parent Preference Shares B, if any, issued after the Initial Borrowing Date in accordance with the terms of the Parent’s Articles of Association as the terms of such Parent Preference Shares B thereunder are in effect on the Initial Borrowing Date or as thereafter amended in a manner no less favourable to the Lenders, in amounts determined in accordance with the Articles of Association of the Parent (as in effect on the Initial Borrowing Date or as thereafter amended in a manner no less favourable to the Lenders); and (iii) with respect to Parent Common Stock, provided that the aggregate amount of all such Restricted Payments Dividends paid during any fiscal year of the Parent pursuant to this clause sub-paragraph (eiii) does shall not exceed the sum aggregate of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA 35 per cent. of the Borrower and its Restricted Subsidiaries Consolidated Net Income Available to Common (calculated before deducting any non-cash exceptionals accrued during such period) for the Calculation Period then most recently ended at the time of such Restricted Payment immediately preceding fiscal year and (B) the Available Additional Dividend Amount; , provided further, that in the case of each of foregoing sub-paragraphs (fi), (ii) and (iii) (including the Borrower may pay cash dividends to its stockholders within 60 days after provisos thereto), at the date of its the declaration of the payment of such Dividends (and if such dividend could payment is made within 30 days of such declaration), after giving effect to the payment of such Dividends, the Existing Borrower shall have been Available Liquidity of at least €50,000,000. Notwithstanding anything to the contrary contained above, in the case of Dividends to be paid at any time pursuant to this paragraph (f), if on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness payment and amount of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which respective Dividends are announced, so long as the respective announcement is held or beneficially owned by made within 90 days prior to the Borrower or any Affiliate payment of the Borrower); (i) respective Dividends, no Default or Event of Default then exists, and no Default or Event of Default would exist if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary Dividends in the reasonablerespective amount announced (when added to any other amounts of Dividends announced but not yet paid) were paid on such date (including, good faith judgment of without limitation, pursuant to Clause 24.2(c) (Maximum Consolidated Leverage Ratio) after giving effect to the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement incurrence of any Gaming License which if lost or not reinstatedIndebtedness needed to finance same) and so long as the amount of Dividends to be paid complies with the requirements of this paragraph (f), as the case may be, and so long as the Available Liquidity requirements sets forth in said paragraphs would have a material adverse effect be satisfied if the Dividends so announced (when added to any other amounts of Dividends announced but not yet paid) were actually paid on the business date of the Borrower and its Restricted Subsidiariesrespective announcement (after giving effect thereto), taken as a whole, or would restrict then the ability of respective Dividends (in the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (haggregate amounts so announced) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments be paid within 90 days after the Closing Datesuch announcement, so long as (i) no Default or Event of Default shall exist or be continuing then exists or would result therefrom and (ii) exist after giving pro forma effect to the making payment of such Restricted PaymentDividends, notwithstanding the Consolidated Total Leverage Ratio, calculated failure to satisfy the Available Liquidity requirements on a Pro Forma Basis as the date the respective Dividends are actually paid. The foregoing provisions of this Clause 26.3 shall in no event restrict or limit the most recently ended Calculation Period, would not exceed 3.50 ability of any Obligor to 1.00; and (j) if make payments owing by them pursuant to the Borrower becomes a member (or becomes treated as a disregarded entity terms of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentany Finance Document.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock or other common equity interests of the Person making such dividend) on, and shall cause or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, in each Restricted Subsidiary not tocase, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor or any other Person that owns a direct equity interest in such Subsidiary in proportion to such Person’s ownership interest in such Subsidiary; (b) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Wholly Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Wholly Owned Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock Capital Stock or other Equity Interests equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower so long as no Default or Event of Default has occurred and each Restricted Subsidiary is continuing or would result therefrom, Holdings may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Paymentshares, in each case, with to the extent consideration therefor consists of the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or Qualified Capital Stock (other common than any Specified Equity Interests of the BorrowerContribution); (di) Holdings may make a Restricted Payment to (or to allow any direct or indirect parent thereof to) pay for the repurchase, retirement or other acquisition of Capital Stock of Holdings (or retirement for value of Equity Interests of the Borrower any direct or indirect parent thereof) held by any future, present or former employeeofficers, director directors, employees or consultant consultants of any Group Member (or any spouses, successors, administrators, heirs or legatees of any of the Borrower foregoing) upon the death, disability or termination of employment or services of such individual, and (ii) any Group Member may purchase, redeem or otherwise acquire any Capital Stock from the present or former employees, officers, directors and consultants of any Group Member (or any spouses, successors, administrators, heirs or legatees of its Restricted Subsidiaries either any of the foregoing) pursuant to the terms of any management equity employee stock option, incentive stock or other equity-based plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancyarrangement; provided, however, provided that the aggregate Restricted Payments made amount of payments under this clause (d) do shall not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar fiscal year $5,000,000 (with unused amounts in any calendar fiscal year being carried over to succeeding calendar fiscal years subject to a maximum of the greater of $10,000,000 in any fiscal year) plus, in each case, (x) $12,500,000 and any proceeds received by any Group Member after the date hereof in connection with the issuance of Qualified Capital Stock (other than any Specified Equity Contribution) that are used for the purposes described in this clause (d) plus (y) 4.0% the net cash proceeds of Consolidated Adjusted EBITDA any “key-man” life insurance policies of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar yearGroup Member that have not been used to make any repurchases, redemptions or payments under this clause (d); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: as (ix) no Default or Event of Default shall have occurred and be continuing or would be caused thereby, result therefrom, (iiy) after giving pro forma effect thereto to the payment of such Restricted Payment, the Borrower would shall be in pro forma compliance with the Financial Covenant, calculated on a Pro Forma Basis, covenant set forth in Section 8.1 as of the last day date of such the most recently ended Calculation Period, and recent financial statements delivered pursuant to Sections 7.1(a) and (iiib) and (z) the aggregate amount of all such Restricted Payments pursuant Borrower shall have delivered to this clause (e) does not exceed the sum of (A) the greater of Administrative Agent a certificate evidencing compliance with clauses (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of ), Holdings and the Borrower and its may make Restricted Subsidiaries for Payments (i) in an aggregate amount not to exceed $15,000,000 plus (ii) if the Calculation Period then most recently ended at the time of such Restricted Payment and (B) Available Amount Condition has been met, the Available Amount; (f) the Borrower Holdings may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower)make Permitted Tax Distributions; (i) if to the holder extent actually used by Holdings (or beneficial owner any direct or indirect parent thereof) to pay such taxes, costs and expenses, the Borrower may make Restricted Payments to or on behalf of such Equity Interests Holdings (or Indebtedness is any direct or indirect parent thereof) in an amount sufficient to pay franchise taxes and other fees required to qualify under maintain the Gaming Laws and does not so qualify; or legal existence of Holdings (or any direct or indirect parent thereof), (ii) if necessary the Borrower may make Restricted Payments to or on behalf of Holdings (or any direct or indirect parent thereof) in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the reasonable, good faith judgment nature of overhead in the Board ordinary course of Directors business of Holdings (or any direct or indirect parent thereof) to the Borrower, as evidenced by a board resolution, extent such expenses are attributable to prevent the loss ownership or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business operation of the Borrower and its the Subsidiaries in an aggregate amount not to exceed $2,000,000 in any fiscal year and (iii) the Borrower may make Restricted SubsidiariesPayments to or on behalf of Holdings (or any direct or indirect parent thereof) to enable Holdings to pay fees, taken as a wholesalaries, bonuses, expenses and indemnities owing to directors, officers and employees of Holdings (or would restrict any direct or indirect parent thereof) to the ability extent such expenses are attributable to the ownership or operation of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionand the Subsidiaries; (h) the Borrower may make Restricted Payments to Holdings (or any direct or indirect parent thereof) the proceeds of which are used to make cash payments solely in lieu of issuing fractional shares issuable as dividends on its Equity Interestsin connection with the exercise of warrants, options, or other securities convertible into or exchangeable for Capital Stock in an amount not to exceed $200,000 in any fiscal year; (i) Holdings may make Restricted Payments constituting non-cash repurchases of Capital Stock of Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options or warrants (or equivalent) if such Capital Stock represents a portion of the exercise price of such options or warrants; (j) to the extent constituting Restricted Payments, any Group Member may enter into transactions expressly permitted by Sections 8.4, 8.5 and 8.7; (a) the payment of annual fees to any Sponsor or any of its Affiliates pursuant to the Management Services Agreement in an aggregate amount per annum not to exceed $500,000, (b) dividends or distributions pursuant to the Class C Agreement in an aggregate amount per annum not to exceed $500,000; (c) (i) payments of indemnification and third-party expense reimbursements under the Expense Reimbursement Agreement and Management Services Agreement and (ii) other payments under the Expense Reimbursement Agreement or other fees under the Management Services Agreement and the Class C Agreement in an aggregate amount not to exceed $15,000,000; provided that, payments pursuant to this clause (ii) in any calendar year do not exceed $5,000,000, in each case as such agreements are in effect on the Closing Date or as such agreements may be amended in accordance with Section 8.9; (l) the Borrower and its Restricted Subsidiaries may make other Restricted Payments on its common stock (or Restricted Payments to Holdings or any direct or indirect parent thereof to fund Restricted Payments on such entity’s common stock), following the consummation of a Qualified Public Offering after the Closing Date, so long as (i) no Event of Default shall exist up to 6% per annum of the net cash proceeds received by or be continuing or would result therefrom and (ii) after giving pro forma effect contributed to the making of such Borrower in or from any Qualified Public Offering; (m) the Group Members may make Restricted PaymentPayments on the Closing Date to fund the Transactions as described in the Confidential Information Memorandum, including immediately after the LLC Conversion, the Consolidated Total Leverage Ratio, calculated on Target may redeem the one Class B unit held by Avista for a Pro Forma Basis as of the most recently ended Calculation Period, would redemption price not to exceed 3.50 to 1.00$100; and (jn) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions Restricted Payments to such parentHoldings to fund Restricted Payments to be made by Holdings pursuant to clause (c), (d), (e), (f) or (k) of this Section 8.6.

Restricted Payments. The Borrower shall notNo Covered Group Member shall, and shall cause each Restricted Subsidiary not to(i) declare or pay any dividend (other than dividends payable solely in common Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of any Covered Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of any Covered Group Member or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with this Agreement) (any such payment referred to in clauses (i) and (ii), a “Restricted Payment”), or incur any obligation (contingent or otherwise) to do so, except thatother than: (a) redemptions, acquisitions or the retirement for value or repurchases (or loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, or any executive or employee savings or compensation plans, or, in each case to the extent applicable, their respective estates, spouses, former spouses or family members or other permitted transferees; (b) any Subsidiary (including an Excluded Subsidiary) may make Restricted Payments to its direct parents or to the Issuer or any Guarantor that is a Wholly Owned Subsidiary; (c) any JV Subsidiary may make Restricted Payments required or permitted to be made pursuant to the Borrower terms of the joint venture arrangements to holders of its Capital Stock, provided that, the Issuer and to Wholly-Owned Restricted its Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests have received their pro rata portion of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the BorrowerPayments; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)Permitted Tax Distributions; (e) Restricted Payments to the Borrower may declare Issuer’s direct or indirect parent the proceeds of which are to be used by such Person to pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event its operating expenses and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses) incurred in the ordinary course of Default shall be continuing or would be caused thereby, business of such Person, (ii) after giving pro forma effect thereto reasonable and customary indemnification claims made by directors or officers of such Person attributable to the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as ownership or operation of the last day of such most recently ended Calculation Period, and Issuer and its Subsidiaries and (iii) any amount due and payable by the aggregate amount Issuer or any of all such Restricted Payments pursuant its Subsidiaries that is permitted to this clause (e) does not exceed be paid by the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower Issuer and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amountunder this Agreement; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower Issuer may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Default or Event of Default shall exist or have occurred and be continuing or would result therefrom at the time of such payment and (ii) immediately prior to and after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 Ratio shall be less than 3.00 to 1.00; and (jg) if the Borrower becomes a member (or becomes treated as a disregarded entity Issuer may make Restricted Payments in respect of a member) of a consolidated income tax group of which a direct or indirect parent preferred Capital Stock of the Borrower is Issuer to the common parent, the Borrower may make Permitted Tax Distributions to such parentholders thereof.

Restricted Payments. The Borrower shall will not, and shall cause each will not permit its Restricted Subsidiary not Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare any dividend on any class of its stock, or make any Restricted Paymentpayment on account of, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of set apart assets for a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock sinking or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) analogous fund for, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Paymentredemption, in each caseretirement, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement defeasance or other acquisition or retirement for value of, any shares of Equity Interests of common stock, Indebtedness subordinated to the Borrower held by any future, present or former employee, director or consultant Obligations of the Borrower or any Guarantee thereof or the Senior Notes or any options, warrants, or other rights to purchase such common stock or such Indebtedness, whether now or hereafter outstanding (each, a “Restricted Payment”), except for (i) dividends payable by the Borrower solely in shares of any class of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employeecommon stock, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate (ii) Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its by any Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over Subsidiary to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or to another Subsidiary, on at least a pro rata basis with any of its Subsidiaries (other than any Equity Interests or Indebtedness which shareholders if such Subsidiary is held or beneficially not wholly owned by the Borrower or any Affiliate and other wholly owned Subsidiaries, (iii) cash dividends and distributions paid on and redemptions and repurchases of the common stock of the Borrower); ; provided, for the purpose of this clause (iiii) if that no Default or Event of Default has occurred and is continuing at the holder time such dividend or beneficial owner of such Equity Interests distribution is paid or Indebtedness redemption is required to qualify under the Gaming Laws and does not so qualify; or made, (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (hiv) the Borrower may make cash regularly scheduled payments solely of interest in lieu respect of fractional shares issuable as dividends on its Equity Interests; the Senior Notes in accordance with the terms of, and only to the extent required by Senior Notes Indenture or other agreement pursuant to which such Senior Notes were issued, and (iv) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after refinance or replace the Closing Date, Senior Notes (or defease all or any portion of the Senior Notes in connection with such refinancing or replacement) so long as (ithe principal amount thereof is not increased in an amount exceeding the principal amount thereof permitted by Section 7.1(j) no Event of Default shall exist or be continuing shorten the maturity or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentweighted average life thereof.

Restricted Payments. The Borrower shall notNo Loan Party or Subsidiary of any Loan Party will (notwithstanding the terms of any Organizational Document or any other agreement or instrument), and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may declare, pay or make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries on any of its Equity Interests (andor any warrants, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock options or other rights with respect thereto) any dividend, distribution or other payment, whether on account of the purchase, redemption, sinking or analogous fund, retirement, defeasance of any Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); and whether in cash, property or obligations (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments other than dividends or other distributions payable solely in the common stock its Equity Interests, warrants to purchase its Equity Interests or split-ups or reclassifications of its Equity Interests into additional or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock Equity Interests), or other common Equity Interests apply, or warrants permit any Loan Party or options any Subsidiary of any Loan Party to acquire any such shares or make any other Restricted Paymentapply, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant funds, property or assets to the purchase, redemption, sinking or analogous fund or other retirement of, any such Equity Interests (or any options, warrants or other rights with respect thereto); or (b) make any payment, loan, advance, contribution or other transfer of funds or property to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination holder of such employee, director or consultant’s employment, directorship or consultancyits Equity Interests; provided, however, that (v) any Subsidiary of any Loan Party may make dividends, distributions and other payments to any Loan Party other than CatchMark Timber, (w) any Loan Party may make intercompany loans to the aggregate Restricted Payments made under this clause (d) do not exceed the greater of extent permitted by Section 7.2.2 and may make dividends and distributions and other payments to any Loan Party other than CatchMark Timber, (x) $7,500,000 for so long as CatchMark Timber is qualified as a real estate investment trust under the Code (“REIT Status”), the Borrower may make dividends, distributions and (y) 2.50% other payments to CatchMark Timber and the other holders of Consolidated Adjusted EBITDA of Equity Interests in the Borrower and CatchMark Timber may make dividends, distributions and other payments to its Restricted Subsidiaries shareholders, in each case, as required for CatchMark Timber to maintain REIT Status; provided that, (A) no Default or Event of Default described in Section 8.1.7 or in Section 8.1.14 has occurred or would result therefrom, (B) the Calculation Period then most recently ended at Administrative Agent has not elected to (or been directed by the time of such Restricted Payment in Required Lenders to) declare all or any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum portion of the greater outstanding principal amount of the Loans and other Obligations to be due and payable and the Commitments (xif not theretofore terminated) $12,500,000 to be terminated under Section 8.3, and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (eC) the Borrower may declare or pay cash dividends shall have timely delivered to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options the Administrative Agent a duly completed and executed Compliance Certificate for the most recent Fiscal Quarter for which the same is required to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments delivered pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and Section 7.1.1; (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash dividends, distributions and other payments solely to CatchMark Timber and the other holders of Equity Interests in lieu the Borrower, CatchMark Timber may make dividends, distributions and other payments to its shareholders (including pursuant to a repurchase of fractional shares issuable as dividends on any of its Equity Interests; Interest) and to the employees, officers or directors of any Loan Party in accordance with that certain Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan or any substantially similar successor plan (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date“Incentive Plan”); provided that, so long as in each case, (iA) no Default or Event of Default shall exist or be has occurred and is continuing or would result therefrom therefrom, (B) the Minimum Liquidity Balance is not less than $20,000,000, after giving effect to such dividends, distributions and other payments; and (ii) after giving pro forma effect to C), if requested by the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parentAdministrative Agent in its reasonable discretion, the Borrower may make Permitted Tax Distributions delivers a Compliance Certificate to such parentthe Administrative Agent demonstrating compliance with clause (B); and (z) non-cash compensation to employees, officers or directors of any Loan Party issued in the form of Equity Interests of CatchMark Timber in accordance with that certain Amended and Restated CatchMark Timber Trust, Inc. 2005 Long-Term Incentive Plan or any substantially similar successor plan.

Restricted Payments. The Neither Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of the capital stock of US Borrower or any Subsidiary (other than to US Borrower or any Subsidiary) or (ii) purchase, redeem or otherwise acquire for value, or permit any Subsidiary to purchase or otherwise acquire for value, any shares of US Borrower's or any Subsidiary's capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding owned by any Person other than US Borrower or any Wholly-Owned Subsidiary of US Borrower (any such prohibited transaction, a "Restricted Payment, or incur any obligation (contingent or otherwise) to do so"), except that:that (each of which shall be given independent effect): (a) each Restricted Subsidiary may make Restricted Payments to the US Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and or any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the its common stock or other common Equity Interests of such Personstock; (cb) the US Borrower and each Restricted or any Subsidiary may purchase, redeem redeem, defease or otherwise acquire or retire for value shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares with shares of its common stock; (c) any Subsidiary may pay dividends and distributions or make any other Restricted Paymentpurchase, in each caseredeem, with the proceeds received by the Borrower from the substantially concurrent issue of new defease or otherwise acquire or retire for value shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights warrants or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as:as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of US Borrower are made on a pro rata basis to such Subsidiary's shareholders generally or are paid solely to a Loan Party; (d) US Borrower may pay cash loans, advances, dividends or distributions to Holding to permit Holding to purchase capital stock (or options or other rights in respect thereof) of Holding held by former employees of Holding or any of its Subsidiaries following termination of their employment or pursuant to repurchase provisions under employee stock option agreements or employee stock purchase agreements; provided, however, that (i) no Event of Default or Unmatured Event of Default shall be continuing then exist or would be caused thereby, arise therefrom and (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause dividends shall not exceed U.S. $2.0 million in any fiscal year and U.S. $5.0 million in the aggregate since the Original Closing Date; (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the US Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; Holding to enable Holding to pay operating expenses (gincluding fees and indemnification payments to directors and officers) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonableordinary course of business; provided, good faith judgment of the Board of Directors of the Borrowerhowever, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as that (i) no Event of Default or Unmatured Event of Default under subsection 9.1(a) shall then exist or be continuing or would result arise therefrom and (ii) after giving pro forma effect to the making aggregate amount of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would dividends shall not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.U.S. $

Restricted Payments. The Borrower shall Parent will not, and shall cause each nor will it permit any Restricted Subsidiary not to, declare or make, or agree to pay or make, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary the Parent may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire additional shares of its common stock or Permitted Preferred Stock (including options, warrants and other rights to purchase shares of such common Equity Interests stock or warrants or options to acquire any such shares or Permitted Preferred Stock), (b) the Parent may make any other Restricted Payment, Payments in each case, with cash out of the proceeds received by the Borrower from the Net Proceeds of a substantially concurrent issue of new shares issuance of its common stock or Permitted Preferred Stock (or options, warrants and other rights to purchase shares of such common Equity Interests stock or Permitted Preferred Stock) (other than common stock or Permitted Preferred Stock (or options, warrants and other rights to purchase shares of the Borrower; such common stock or Permitted Preferred Stock) issued to and paid for by a Subsidiary), (c) Restricted Subsidiaries may declare and pay dividends and distributions ratably with respect to their common stock, (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, Parent and the Borrower and its Restricted Subsidiaries may make other Restricted Paymentsregularly scheduled payments of principal of and interest on Subordinated Indebtedness as and when due, subject to the subordination provisions thereof, and may refinance Subordinated Indebtedness in each case so long as: accordance with clause (ivi) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial CovenantSection 6.01(a), calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum payments made in respect of (A) the greater dissenters' rights in respect of (x) $50,000,000 shares of capital stock of a Person acquired pursuant to a Permitted Acquisition, provided that such payments are treated as cash consideration for such Permitted Acquisition, and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely made in lieu of issuance of fractional shares issuable as dividends on its Equity Interests; (i) of common stock of the Borrower and its Restricted Subsidiaries may make other Restricted Payments after Parent upon the Closing Dateconversion of any Indebtedness or Permitted Preferred Stock into shares of common stock of the Parent, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to in any such case in accordance with the making terms of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (Indebtedness or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentPreferred Stock.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock or other common equity interests of the Person making such dividend) on, and shall cause or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, in each Restricted Subsidiary not tocase, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) any Subsidiary may make Restricted Payments to the Borrower or any Subsidiary Guarantor or any other Person that owns a direct equity interest in such Subsidiary in proportion to such Person’s ownership interest in such Subsidiary; (b) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Wholly Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Wholly Owned Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock Capital Stock or other Equity Interests equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower so long as no Default or Event of Default has occurred and each Restricted Subsidiary is continuing or would result therefrom, Holdings may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Paymentshares, in each case, with to the extent consideration therefor consists of the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or Qualified Capital Stock (other common than any Specified Equity Interests of the BorrowerContribution); (di) Holdings may make a Restricted Payment to (or to allow any direct or indirect parent thereof to) pay for the repurchase, retirement or other acquisition of Capital Stock of Holdings (or retirement for value of Equity Interests of the Borrower any direct or indirect parent thereof) held by any future, present or former employeeofficers, director directors, employees or consultant consultants of any Group Member (or any spouses, successors, administrators, heirs or legatees of any of the Borrower foregoing) upon the death, disability or termination of employment or services of such individual, and (ii) any Group Member may purchase, redeem or otherwise acquire any Capital Stock from the present or former employees, officers, directors and consultants of any Group Member (or any spouses, successors, administrators, heirs or legatees of its Restricted Subsidiaries either any of the foregoing) pursuant to the terms of any management equity employee stock option, incentive stock or other equity-based plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancyarrangement; provided, however, provided that the aggregate Restricted Payments made amount of payments under this clause (d) do shall not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar fiscal year $5,000,000 (with unused amounts in any calendar fiscal year being carried over to succeeding calendar fiscal years subject to a maximum of the greater of $10,000,000 in any fiscal year) plus, in each case, (x) $12,500,000 and any proceeds received by any Group Member after the date hereof in connection with the issuance of Qualified Capital Stock (other than any Specified Equity Contribution) that are used for the purposes described in this clause (d) plus (y) 4.0% the net cash proceeds of Consolidated Adjusted EBITDA any “key-man” life insurance policies of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar yearGroup Member that have not been used to make any repurchases, redemptions or payments under this clause (d); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: as (ix) no Default or Event of Default shall have occurred and be continuing or would be caused thereby, result therefrom, (iiy) after giving pro forma effect thereto to the payment of such Restricted Payment, the Borrower would shall be in pro forma compliance with the Financial Covenant, calculated on a Pro Forma Basis, covenant set forth in Section 8.1 (whether or not currently in effect) as of the last day date of such the most recently ended Calculation Period, and recent financial statements delivered pursuant to Sections 7.1(a) and (iiib) and (z) the aggregate amount of all such Restricted Payments pursuant Borrower shall have delivered to this clause (e) does not exceed the sum of (A) the greater of Administrative Agent a certificate evidencing compliance with clauses (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of ), Holdings and the Borrower and its may make Restricted Subsidiaries for Payments (i) in an aggregate amount not to exceed $15,000,000 plus (ii) if the Calculation Period then most recently ended at the time of such Restricted Payment and (B) Available Amount Condition has been met, the Available Amount; (f) the Borrower Holdings may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower)make Permitted Tax Distributions; (i) if to the holder extent actually used by Holdings (or beneficial owner any direct or indirect parent thereof) to pay such taxes, costs and expenses, the Borrower may make Restricted Payments to or on behalf of such Equity Interests Holdings (or Indebtedness is any direct or indirect parent thereof) in an amount sufficient to pay franchise taxes and other fees required to qualify under maintain the Gaming Laws and does not so qualify; or legal existence of Holdings (or any direct or indirect parent thereof), (ii) if necessary the Borrower may make Restricted Payments to or on behalf of Holdings (or any direct or indirect parent thereof) in an amount sufficient to pay out-of-pocket legal, accounting and filing costs and other expenses in the reasonable, good faith judgment nature of overhead in the Board ordinary course of Directors business of Holdings (or any direct or indirect parent thereof) to the Borrower, as evidenced by a board resolution, extent such expenses are attributable to prevent the loss ownership or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business operation of the Borrower and its the Subsidiaries in an aggregate amount not to exceed $2,000,000 in any fiscal year and (iii) the Borrower may make Restricted SubsidiariesPayments to or on behalf of Holdings (or any direct or indirect parent thereof) to enable Holdings to pay fees, taken as a wholesalaries, bonuses, expenses and indemnities owing to directors, officers and employees of Holdings (or would restrict any direct or indirect parent thereof) to the ability extent such expenses are attributable to the ownership or operation of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionand the Subsidiaries; (h) the Borrower may make Restricted Payments to Holdings (or any direct or indirect parent thereof) the proceeds of which are used to make cash payments solely in lieu of issuing fractional shares issuable as dividends on its Equity Interestsin connection with the exercise of warrants, options, or other securities convertible into or exchangeable for Capital Stock in an amount not to exceed $200,000 in any fiscal year; (i) Holdings may make Restricted Payments constituting non-cash repurchases of Capital Stock of Holdings (or any direct or indirect parent thereof) deemed to occur upon exercise of stock options or warrants (or equivalent) if such Capital Stock represents a portion of the exercise price of such options or warrants; (j) to the extent constituting Restricted Payments, any Group Member may enter into transactions expressly permitted by Sections 8.4, 8.5 and 8.7; (a) the payment of annual fees to any Sponsor or any of its Affiliates pursuant to the Management Services Agreement in an aggregate amount per annum not to exceed $500,000, (b) dividends or distributions pursuant to the Class C Agreement in an aggregate amount per annum not to exceed $500,000; (c) (i) payments of indemnification and third-party expense reimbursements under the Expense Reimbursement Agreement and Management Services Agreement and (ii) other payments under the Expense Reimbursement Agreement or other fees under the Management Services Agreement and the Class C Agreement in an aggregate amount not to exceed $15,000,000; provided that, payments pursuant to this clause (ii) in any calendar year do not exceed $5,000,000, in each case as such agreements are in effect on the Closing Date or as such agreements may be amended in accordance with Section 8.9; (l) the Borrower and its Restricted Subsidiaries may make other Restricted Payments on its common stock (or Restricted Payments to Holdings or any direct or indirect parent thereof to fund Restricted Payments on such entity’s common stock), following the consummation of a Qualified Public Offering after the Closing Date, so long as (i) no Event of Default shall exist up to 6% per annum of the net cash proceeds received by or be continuing or would result therefrom and (ii) after giving pro forma effect contributed to the making of such Borrower in or from any Qualified Public Offering; (m) the Group Members may make Restricted PaymentPayments on the Closing Date to fund the Transactions as described in the Confidential Information Memorandum, including immediately after the LLC Conversion, the Consolidated Total Leverage Ratio, calculated on Target may redeem the one Class B unit held by Avista for a Pro Forma Basis as of the most recently ended Calculation Period, would redemption price not to exceed 3.50 to 1.00$100; and (jn) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions Restricted Payments to such parentHoldings to fund Restricted Payments to be made by Holdings pursuant to clause (c), (d), (e), (f) or (k) of this Section 8.6.

Restricted Payments. The Borrower shall notDeclare or pay any dividends, and shall cause each Restricted Subsidiary not topurchase, directly redeem, retire, defease or indirectlyotherwise acquire for value any of its Capital Stock now or hereafter outstanding, declare return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any Restricted Paymentdistribution of assets, Capital Stock, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such, or incur permit any obligation (contingent or otherwise) of its Subsidiaries to do soany of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Capital Stock of the Borrower, except that, so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) each Restricted Subsidiary the Borrower may make Restricted Payments (A) declare and pay dividends and distributions payable in its common Capital Stock, (B) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Loans pursuant to Section 2.11, purchase, redeem, retire, defease or otherwise acquire Capital Stock with the proceeds received contemporaneously from the issue of new Capital Stock with equal or inferior voting powers, designations, preferences and rights, and (C) repurchase its Capital Stock owned by management or employees and physicians under contract with the Borrower and to Wholly-Owned Restricted or any of its Subsidiaries (and, in an amount not in excess of $25,000,000 in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and aggregate in any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)twelve month period; (b) any Subsidiary of the Borrower and each Restricted Subsidiary may (A) declare and make dividend payments or pay cash dividends to the Borrower, and (B) declare and pay cash dividends to any other distributions payable solely in the common stock or other common Equity Interests Loan Party of such Personwhich it is a Subsidiary; (c) any of the non-Wholly Owned Subsidiaries of the Borrower may declare and pay or make dividends and other distributions to its shareholders, partners or members (or the equivalent Persons thereof) generally so long as the Borrower and each Restricted Subsidiary of the Subsidiaries that own any of the Capital Stock thereof receive at least their respective proportionate shares of any such dividend or distribution (based upon their relative holdings of the Capital Stock thereof and taking into account the relative preferences, if any, of the various classes of the Capital Stock thereof); (d) so long as no Default is continuing or will be continuing after such transaction, the Borrower may (A) purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries Capital Stock or (B) declare and pay dividends and distributions payable in either (i) cash (in the aggregate for both clauses (A) and (B)), when taken together with the aggregate amount of payments, prepayments, redemptions or acquisitions of Debt pursuant to any management equity plan Section 7.9(a)(ii)(x) and Investments pursuant to Section 7.6(k)(i)(y) not to exceed $750,000,000, (ii) cash (in the aggregate for both clauses (A) and (B)), in an amount not to exceed the Available Amount on the date of each such purchase, redemption, acquisition, dividend and distribution or stock option plan or any other management or employee benefit plan or agreement or upon (iii) if the termination Leverage Ratio for the most recent Measurement Period is less than 3.50:1.00 (as of the date of such employeetransaction, director or consultant’s employmentboth before and after giving effect to such transaction (including any use of cash with respect thereto) on a Pro Forma Basis), directorship or consultancycash in any amount; providedprovided that if the amount of all such cash payments exceeds the limitation set forth in clauses (i) and (ii) of this Section during any period during which the Leverage Ratio test in clause (iii) of this Section is met, howeversuch excess cash payments shall not constitute an Event of Default if such Leverage Ratio test is not met in any subsequent Measurement Period; provided further, in the case of each transaction under this Section 7.7(d)(iii), that immediately prior to each such transaction and after giving effect thereto the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA amount of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) Available Revolving Commitment is not less than $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)75,000,000; (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and consummate the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto Refinancing on the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, Closing Date; and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist is continuing or will be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parenttransaction, the Borrower may make Permitted Tax Distributions repurchase its common stock from its then existing shareholders in one or more transactions for an aggregate purchase price not to such parentexceed $1,200,000,000.

Restricted Payments. The Borrower shall notNeither Holdco nor any Covered Group Member shall, and shall cause each Restricted Subsidiary not to(i) declare or pay any dividend (other than dividends payable solely in common Capital Stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of any Capital Stock of Holdco or any Covered Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdco or any Covered Group Member or (ii) optionally prepay, repurchase, redeem or otherwise optionally satisfy or defease with cash or Cash Equivalents any Indebtedness (other than any Permitted Indebtedness in accordance with this Agreement) (any such payment referred to in clauses (i) and (ii), a “Restricted Payment”), other than the following payments or incur other actions (each of which shall be in addition to and not exclusive of any obligation (contingent or otherwise) to do so, except that:other such action): (a) redemptions, acquisitions or the retirement for value or repurchases (or loans, distributions or advances to effect the same) of shares of Capital Stock from current or former officers, directors, consultants and employees, including upon the exercise of stock options or warrants for such Capital Stock, or any executive or employee savings or compensation plans, or, in each Restricted Subsidiary may make Restricted Payments case to the Borrower and to Wholly-Owned Restricted Subsidiaries (andextent applicable, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiarytheir respective estates, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock spouses, former spouses or family members or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)permitted transferees; (b) Restricted Payments by any Subsidiary (including an Excluded Subsidiary) to its direct parents or to the Borrower and each Restricted Subsidiary may declare and make dividend payments Issuer or other distributions payable solely in the common stock or other common Equity Interests of such Personany Guarantor that is a Wholly Owned Subsidiary; (c) Restricted Payments by any JV Subsidiary required or permitted to be made pursuant to the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares terms of the joint venture arrangements to holders of its common stock or other common Equity Interests or warrants or options to acquire any Capital Stock, provided that, the Issuer and its Subsidiaries have received their pro rata portion of such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the BorrowerPayments; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)Permitted Tax Distributions; (e) Restricted Payments by the Borrower may declare or Issuer to Holdco, the proceeds of which are to be used by Holdco to pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event its operating expenses and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses) incurred in the ordinary course of Default shall be continuing or would be caused thereby, business of Holdco, (ii) after giving pro forma effect thereto the Borrower would be any payments in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as respect of the last day preferred Capital Stock of such most recently ended Calculation Period, and Holdco; (iii) reasonable and customary indemnification claims made by directors or officers of Holdco attributable to the aggregate amount ownership or operation of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 Issuer and its Subsidiaries and (yiv) 17.5% any amount due and payable by the Issuer or any of Consolidated Adjusted EBITDA of its Subsidiaries that is permitted to be paid by the Borrower Issuer and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amountunder this Agreement; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned Restricted Payments by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required Issuer to qualify under the Gaming Laws Holdco and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, by Holdco so long as (i) no Default or Event of Default shall exist or have occurred and be continuing or would result therefrom at the time of such payment and (ii) immediately prior to and after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 Ratio shall be less than 3.00 to 1.00; and (jg) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower Holdco may make Permitted Tax Distributions Restricted Payments in respect of preferred Capital Stock of Holdco to such parentthe holders thereof.”.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make Make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, Payments except that: for (a) each Restricted Subsidiary may make Restricted Payments such to the be used to pay director fees and expenses and overhead of Parent Holdco or Topco directly attributable to its direct or indirect ownership of Borrower and to Wholly-Owned Restricted its Subsidiaries, (b) dividends and distributions by Subsidiaries (and, in the case of a Restricted Payment Loan Party paid to such Loan Party (other than Parent Holdco); provided, that dividends and distributions by a non-wholly-wholly owned Restricted SubsidiarySubsidiary of a Loan Party shall only be made with the prior written consent of Agent if any Person other than a Loan Party would be entitled to receive any portion of such dividend or distribution, (c) tax distributions to allow Parent Holdco or Topco to pay franchise and other Taxes owed by either of them, but excluding any Taxes payable with respect to any Person that is not a Loan Party or Subsidiary thereof (other than Topco, solely as a member of the consolidated tax group including Borrower and any Restricted Subsidiary and to each other owner of capital stock its Subsidiaries) as well as the consolidated, combined, unitary or other group taxes owed by Topco and its Subsidiaries, (d) the purchase, redemption or other retirement of any common or preferred Equity Interests, or of any options to purchase or acquire any such shares of common or preferred Equity Interests of such Loan Party or Topco other than (provided that (i) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Subsidiary Payment, (ii) after giving effect to such Restricted Payment, the Loan Parties and their Subsidiaries are in compliance on a pro rata forma basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay financial covenants set forth in Section 6.5, recomputed for the repurchase, retirement or other acquisition or retirement most recent fiscal quarter for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either which financial statements have been delivered to Agent and Lenders pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination terms of such employeethis Agreement, director or consultant’s employment, directorship or consultancy; provided, however, that (iii) the aggregate Restricted Payments made permitted under this clause (d) do shall not exceed $2,500,000 during the greater term of (x) $7,500,000 this Agreement plus the amount of any net cash proceeds received from additional issuances of Equity Interests to other employees, officers or directors, and (yiv) 2.50% of Consolidated Adjusted EBITDA of the Borrower both before and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of after giving effect to such Restricted Payment Payment, no Covenant Compliance Period (as defined in any calendar year (with unused amounts the PNC Credit Agreement) shall then be in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (xeffect) $12,500,000 from employees, officers, directors and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); consultants, (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom [reserved] and (ii) after giving pro forma effect any other earnout or other similar deferred purchase price payment obligations incurred pursuant to a Permitted Acquisition (provided that (w) the making earnout or other similar deferred purchase price payment obligations with respect to which such Restricted Payment described in clause (e)(ii) above is made are unsecured, (x) no Default or Event of Default has occurred and is continuing or would arise as a result of such Restricted Payment, (y) after giving effect to such Restricted Payment, the Consolidated Total Leverage Ratio, calculated Loan Parties and their Subsidiaries are in compliance on a Pro Forma Basis as of pro forma basis with the financial covenants set forth in Section 6.5, recomputed for the most recently ended Calculation Periodrecent fiscal quarter for which financial statements have been delivered to Agent and Lenders pursuant to the terms of this Agreement, would and (z) the aggregate Restricted Payments permitted under this subclause (ii) shall not exceed 3.50 to 1.00; and $2,000,000 during any fiscal year), (jf) if any other Restricted Payment otherwise expressly permitted by the Borrower becomes a member terms of this Agreement and the PNC Credit Agreement and (or becomes treated as a disregarded entity of a memberg) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentRestatement Effective Date Dividend.

Restricted Payments. The Borrower shall notDeclare or pay any dividends, and shall cause each Restricted Subsidiary not topurchase, directly redeem, retire, defease or indirectlyotherwise acquire for value any of its Equity Interests now or hereafter outstanding, declare return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any distribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such (each, a “Restricted Payment”), or incur permit any obligation (contingent or otherwise) of its Subsidiaries to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment except (i) Restricted Payments by a non-wholly-owned Restricted Subsidiary of the Issuer or BTI to the Issuer or BTI, respectively, to other Subsidiaries of the Issuer or BTI that are the direct or indirect parent of such Subsidiary or BTI and, following the consummation of and in connection with the Permitted Reorganization, by any Subsidiary of any other direct Subsidiary of the Parent to such direct Subsidiary or to any other Subsidiary of such direct Subsidiary, (ii) if no Event of Default has occurred and is continuing, the declaration and payment by any direct Subsidiary of the Parent of dividends in cash or distributions in cash to the Borrower Parent, to pay (A) scheduled interest and principal of Surviving Debt and (B) cash in lieu of issuing fractional shares of its Capital Stock and payment of stockholders dissenters rights in an aggregate amount not to exceed $500,000, (iii) the declaration or payment of dividends or distributions solely in Equity Interests of the Parent (including Series A PIK Dividends, Series B PIK Dividends and Series C PIK Dividends), (iv) the purchase, redemption, retirement, defeasance or other acquisition for value of any Restricted Subsidiary and to each other owner of capital stock or the Equity Interests of the Parent (A) in exchange for other Equity Interests of such Restricted Subsidiary on the Parent (including in connection with a pro rata basis based on their relative ownership interestsBenefit Plan Exchange Offer); , (bB) upon the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity conversion of Preferred Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchaseParent or the exercise, redeem exchange or otherwise acquire shares conversion of its common stock or other common Equity Interests or options, warrants or options similar rights to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; Parent, (dC) a Restricted Payment to pay for the repurchasein connection with any purchase, retirement redemption, retirement, defeasance or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned Parent tendered by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests in payment of withholding or Indebtedness is required other taxes relating to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonableexercise, good faith judgment exchange or conversion of stock options, warrants or other similar rights to acquire Equity Interests of the Board Parent or (D) tendered in settlement of Directors indemnification or similar claims by the Parent against a holder of Equity Interests of the Borrower, as evidenced by a board resolution, to prevent the loss Parent or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (hv) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, made in connection with a Permitted Reorganization so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 Payments are made only to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentan Obligor.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not permit any of its Material Subsidiaries to, declare, pay or make, or agree to pay or make, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments so long as no Default or Event of Default is continuing or would be caused thereby and the Net Leverage Ratio as at the most recently completed Rolling Period was equal to or less than 3.50:1.00, the Borrower may pay dividends in respect of its Equity Securities and may purchase its Equity Securities pursuant to Wholly-Owned Restricted Subsidiaries (and, any normal course issuer bid or restricted share unit plan effected in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)accordance with applicable Laws; (b) the Borrower and each Restricted a Subsidiary Guarantor may declare and pay dividends or make dividend payments a return of capital with respect to its Equity Securities, in each case to any other Credit Party or other distributions payable solely a Restricted Intermediary Shareholder, provided that (except in the common stock case of any payment of cash dividends by a Subsidiary Guarantor to another Credit Party or a Restricted Intermediary Shareholder) the Administrative Agent shall have received such confirmations, supplements, amendments and other common Equity Interests documents, instruments or opinions, and the Credit Parties shall have taken such other actions, as may be required under the Security Documents or as may be requested by the Administrative Agent, acting reasonably, in order to confirm the continued validity and perfection of the Liens of the Administrative Agent in the Collateral pursuant to the Security Documents following the payment of such Persondividend or such return of capital; (c) any Wholly-Owned Subsidiary that is not a Subsidiary Guarantor may make a return of capital with respect to its Equity Securities to the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests Wholly-Owned Subsidiary of the Borrower; (d) any Wholly-Owned Subsidiary that is not a Restricted Payment Subsidiary Guarantor may pay dividends with respect to pay for the repurchase, retirement or other acquisition or retirement for value of its Equity Interests of the Borrower held by any future, present or former employee, director or consultant of Securities to the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA Wholly-Owned Subsidiary of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)Borrower; (e) any Material Subsidiary that is not a Wholly-Owned Subsidiary may make a return of capital to its shareholders, members or partners generally, so long as the Borrower may declare or pay cash dividends its respective Subsidiary which owns the Equity Securities in the Subsidiary making such return of capital receives, or is entitled to receive, at least its stockholders, purchase, redeem or otherwise acquire shares of proportionate share thereof (based upon its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as relative holding of the last day Equity Securities in the Subsidiary in respect of which such return of capital is being made and taking into account the relative preferences, if any, of the various classes of Equity Securities of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available AmountSubsidiary); (f) the Borrower any Material Subsidiary that is not a Wholly-Owned Subsidiary may pay cash dividends to its stockholders within 60 days after shareholders, members or partners generally, so long as the date Borrower or its respective Subsidiary which owns the Equity Securities in the Subsidiary paying such dividends receives, or is entitled to receive, at least its proportionate share thereof (based upon its relative holding of its declaration the Equity Securities in the Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of Equity Securities of such dividend could have been paid on the date of its declaration in compliance with this Section 8.06Subsidiary); (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted SubsidiariesMaterial Subsidiaries may make payments pursuant to and in accordance with stock option plans, taken as a whole, profit sharing plans or would restrict the ability of the Borrower other benefit plans for its management or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionemployees; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interestspay reasonable and customary fees and expenses to independent directors; (i) a Subsidiary Guarantor may redeem any of its Equity Securities held by any other Credit Party or a Restricted Intermediary Shareholder provided that after giving effect to such redemption, the Borrower continues to own, directly or indirectly, all of the remaining Equity Securities of such Subsidiary Guarantor and its Restricted Subsidiaries that the Administrative Agent shall have received such confirmations, supplements, amendments and other documents, instruments or opinions, and the Credit Parties shall have taken such other actions, as may make other Restricted Payments after be required under the Closing DateSecurity Documents or as may be requested by the Administrative Agent, so long as (i) no Event acting reasonably, in order to confirm the continued validity and perfection of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect the Liens of the Administrative Agent in the Collateral pursuant to the making of Security Documents following such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00redemption; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower any Material Subsidiary may make Permitted Tax Distributions payments of principal of and interest on Indebtedness permitted pursuant to such parentSection 6.1(1)(d).

Restricted Payments. The Borrower shall notDeclare or pay any dividend or distribution (other than dividends payable solely in common stock or partnership or membership interests of the Person making such dividend or distribution) on, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make any Restricted Paymentpayment on account of, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of set apart assets for a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock sinking or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) analogous fund for, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Paymentredemption, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchasedefeasance, retirement or other acquisition of, any Capital Stock of any Group Member (or enter into or be party to, or make any payment under, any Synthetic Purchase Agreement with respect to any such Capital Stock if the purchase, redemption, defeasance, retirement for value of Equity Interests of or other acquisition thereof by the Borrower held by and its Subsidiaries would otherwise be prohibited under this Section 7.6), whether now or hereafter outstanding, or make any futureother distribution in respect thereof, present either directly or former employeeindirectly, director whether in cash or consultant property or in obligations of the Borrower or any of its Restricted Subsidiaries either pursuant to Subsidiary Guarantor, or enter into any management equity plan derivatives or other transaction with any financial institution, commodities or stock option plan exchange or clearinghouse (a “Derivatives Counterparty”) obligating any Group Member to make payments (other management or employee benefit plan or agreement or upon than payments solely in the termination form of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA Capital Stock of the Borrower and its Borrower) to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in Payments”), except that (i) any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower Subsidiary Guarantor or Immaterial Subsidiary may declare or pay cash dividends or distributions on its Capital Stock to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Paymentsor any Subsidiary Guarantor, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends distributions on its Equity Interests; Capital Stock to the Parent, and (iiii) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (iA) no Default or Event of Default shall exist or be has occurred and is continuing or would result therefrom at such time and (iiB) no Default or Event of Default would exist after giving pro forma effect to the making of such Restricted Paymentdistribution, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis Parent may pay distributions to its members of “Available Cash” as defined in and permitted by the terms of the most recently ended Calculation Period, would not exceed 3.50 Parent’s Agreement of Limited Partnership (as defined in and in the form attached to 1.00; and (jthe Parent Registration Statement) if as it exists on the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentFirst Amendment Effective Date.”

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary Group will not to, directly or indirectly, declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any Restricted Paymentdistribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such or issue or sell any Equity Interests (other than Designated Capital Market Transactions, and, except with respect to issuances or sales of Equity Interests to satisfy obligations under the Equity Derivatives, common stock) or accept any capital contributions, or incur permit any obligation (contingent or otherwise) of its Subsidiaries to do soany of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in Group or to issue or sell any Equity Interests therein, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower , so long as no Default shall have occurred and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended be continuing at the time of such Restricted Payment any action described in any calendar year clause (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of i) or (xii) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year);below or would result therefrom: (ei) Group may (A) declare and pay dividends and distributions payable only in common stock of Group, (B) except to the Borrower may declare or pay cash dividends extent the Net Cash Proceeds thereof are required to its stockholdersbe paid to the Administrative Agent pursuant to Section 2.9, purchase, redeem redeem, retire, defease or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenantproceeds received contemporaneously from the issue of new shares of its capital stock with equal or inferior voting powers, calculated on a Pro Forma Basisdesignations, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 preferences and rights and (yC) 17.5% of Consolidated Adjusted EBITDA of the Borrower declare and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration or about October 5, 2000 in compliance with this Section 8.06an amount equal to or less than $5,000,000; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in (A) any Subsidiary of Group may declare and pay dividends to any U.S. Credit Party, (B) any Excluded Foreign Subsidiary may declare and pay dividends to any Foreign Subsidiary, (C) any Foreign Credit Party may declare and pay dividends to another Foreign Credit Party, provided that it is reasonably determined by the reasonable, good faith judgment Debt Coordinators that the rights and remedies of the Board of Directors of Administrative Agent, the Borrower, as evidenced by a board resolution, Debt Coordinators and the Collateral Trustee under the applicable Collateral Documents shall not be materially adversely affected thereby and (D) Group may declare and pay dividends pursuant to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionan equity Designated Capital Markets Transaction; (hiii) Group may satisfy its obligations under the Borrower may make cash payments solely Equity Derivatives in lieu accordance with the terms thereof, other than through the issuance or sale of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (jiv) if the Borrower becomes a member (or becomes treated as a disregarded entity Trust Stock may be converted into common stock of a member) of a consolidated income tax group of which a direct or indirect parent of Designer Holdings Ltd. in accordance with the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentTOPRs Documents.

Restricted Payments. The Borrower shall notDeclare or pay any dividend or other distribution, and shall cause each Restricted Subsidiary not todirect or indirect, directly on account of its Capital Stock now or indirectlyhereafter outstanding, declare or (ii) make any Restricted Paymentpayment pursuant to a guaranty by Issuer or any Subsidiary of the Issuer of any PMGI Note or any Seller Note, or incur (iii) repurchase, redeem, retire, defease, make any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, payment in the case respect of a Restricted Payment by a non-wholly-owned Restricted Subsidiarysinking fund or similar payment, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares purchase or make any other Restricted Paymentacquisition for value, in each casedirect or indirect, with of its Capital Stock or any direct or indirect parent of any Obligor, now or hereafter outstanding, (iv) make any payment to retire, or to obtain the proceeds received by surrender of, any outstanding warrants, options or other rights for the Borrower from the substantially concurrent issue purchase or acquisition of new shares of any class of its common stock Capital Stock, now or hereafter outstanding, (v) return its Capital Stock to any shareholders or other common Equity Interests equity holders of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower Obligor or any of its Restricted Subsidiaries either pursuant Subsidiaries, or make any other distribution of property, assets, shares of Capital Stock, warrants, rights, options, obligations or securities thereto as such or (vi) except for transactions set forth on Schedule 7.02(h)(i) with respect to the Issuer and Schedule 7.02(h)(ii) with respect to PMGI, hereto, pay any salaries, bonuses, management fees, or other form of compensation, fees or expenses (including the reimbursement thereof by any Obligor or its Subsidiaries) to any management equity plan of its stockholders or stock option plan other equityholders, Subsidiaries or Affiliates, or to any other management employees or employee benefit plan or agreement or upon the termination of such employeefamily members thereof (collectively, director or consultant’s employment, directorship or consultancy“Restricted Payments”); provided, however, that (a) any Subsidiary of the aggregate Restricted Payments made under this clause (d) do Issuer may pay dividends to the Issuer or any Wholly-Owned Subsidiary of the Issuer, and any Subsidiary of PMGI which is a Subordinated Guarantor and not exceed a Subsidiary of the greater of (x) $7,500,000 Issuer may pay dividends to PMGI, and (yb) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: provided that (i) no Default or Event of Default shall be is continuing or would be caused thereby, result therefrom, the Issuer may make Restricted Payments described in clauses (i), (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant), calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the and (iv) above, in an aggregate amount of all such Restricted Payments pursuant not to this clause (e) does not exceed an amount equal to the sum lesser of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries Available Excess Cash Flow for the Calculation Period then Fiscal Quarter most recently ended at the time of such before a Restricted Payment is proposed to be made and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date amount of its declaration if such dividend could have been paid interest payments on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries PMGI Notes (other than any Equity Interests or Indebtedness the Subordinated Notes) which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is are required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary paid in the reasonableFiscal Quarter in which such Restricted Payment is made, good faith judgment of and PMGI shall be required to use the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making full amount of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 Payment to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentinterests payments.

Restricted Payments. The With respect to the Borrower shall notand its Subsidiaries, and shall cause each Restricted Subsidiary not todeclare or make, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, or issue or sell any of their respective Equity Interests, except that: (a) each Restricted Subsidiary may make Restricted Payments to of the Borrower and to Wholly-Owned Restricted Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) may declare and make dividend payments in the case cash with respect to any class of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on to the then holders of such Equity Interests ratably according to their relative ownership interests)respective holdings; (b) the Borrower and each Restricted Subsidiary of its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, each of Discovery’s Subsidiaries) may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such PersonPerson to the then holders of such Equity Interests ratably according to their respective holdings; (c) solely upon and after the consummation of the Combination Transactions, the Borrower may declare and make dividend payments in cash to Discovery (directly or through any Subsidiary of Discovery) in an aggregate amount for any period not greater than an amount sufficient to permit Discovery to (i) make payments pursuant to and in accordance with stock option plans or other management plans for management or employees of Discovery, the Borrower and each Restricted Subsidiary may purchaseits Subsidiaries during such period, redeem or otherwise acquire shares (ii) pay any Taxes of Discovery, the Borrower and its common stock or other common Equity Interests or warrants or options Subsidiaries which are due and payable, (iii) pay customary directors’ fees paid to acquire any the members of Discovery’s board of directors, in their capacity as such, and the reimbursement for necessary and reasonable out-of-pocket expenses of such shares or make any other Restricted Paymentmembers in their capacities as such, in each casecase arising from their direct service as members of such board of directors, with (iv) pay ordinary course overhead expenses of Discovery (including administrative, legal, accounting and similar expenses payable to third parties), (v) pay customary third party advisor fees and expenses owed by Discovery in the proceeds received by the Borrower from the substantially concurrent issue of new shares ordinary course of its common stock or other common Equity Interests business, (vi) pay customary director and officers insurance premiums owed by Discovery with respect to its officers and directors in the ordinary course of the Borrowerits business and (vii) pay customary and reasonable indemnification claims made by directors and officers of Discovery; (d) a Restricted Payment to pay for the repurchaseBorrower and each of its Subsidiaries (and, retirement or other acquisition or retirement for value solely upon and after the consummation of the Combination Transactions, each Subsidiary of Discovery) may issue and sell their respective Equity Interests of the Borrower held and may make Restricted Payments not otherwise permitted by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan this Section 7.06; provided that no Designated Default or any other management Event of Default shall then exist and no Event of Default would result from such issuance and sale or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over Payment, as the case may be, giving Pro Forma Effect to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 such issuance and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of sale or such Restricted Payment in any calendar year)Payment; (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, issue and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: sell (i) its common Equity Interests; provided that no Event Change of Default shall be continuing or Control would be caused thereby, result from such issuance and sale; and (ii) after giving pro forma effect thereto the Borrower would be may issue and sell its Equity Interest in compliance connection with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day grants of such most recently ended Calculation Period, and (iii) the aggregate amount of all securities and stock options with respect to such Restricted Payments securities pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 employment, benefit plans, service and (y) 17.5% of Consolidated Adjusted EBITDA severance arrangements with current and former officers, directors, consultants, advisors and employees of the Borrower and its Restricted Subsidiaries for or any Subsidiary of the Calculation Period then most recently ended at Borrower, as determined in good faith by the time board of directors or senior management of the Borrower or such Restricted Payment and (B) the Available AmountSubsidiary, as applicable; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date or any of its declaration if such dividend could have been paid on Subsidiaries may make Restricted Payments pursuant to or in connection with the date Transactions (including, for the avoidance of its declaration in compliance with this Section 8.06doubt, the Borrower Cash Distribution and any other Restricted Payments permitted under the Transaction Agreements); (g) the Borrower and its Subsidiaries (and, solely upon and after the consummation of the Combination Transactions, any Subsidiary of Discovery) may redeem or repurchase make any Equity Interest or Indebtedness Restricted Payment as part of a Permitted Securitization Financing; (h) prior to the consummation of the Combination Transactions, the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such any Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.

Restricted Payments. The Borrower shall notDeclare or pay any dividends, and shall cause each Restricted Subsidiary not topurchase, directly redeem, retire, defease or indirectlyotherwise acquire for value any of its Equity Interests now or hereafter outstanding, declare return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any Restricted Paymentdistribution of assets, Equity Interests, obligations or securities to its stockholders, partners or members (or the equivalent Persons thereof) as such or issue or sell any Equity Interests or accept any capital contributions, or incur permit any obligation (contingent or otherwise) of its Subsidiaries to do soany of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for value any Equity Interests in CBI or to issue or sell any Equity Interests therein, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower , so long as no Default shall have occurred and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended be continuing at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare action described below or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long aswould result therefrom: (i) no Event CBI may declare and pay dividends and distributions payable only in common stock of Default shall be continuing CBI or would be caused therebyissue common stock of CBI to officers, directors and employees as part of compensation arrangements, (ii) after giving pro forma effect thereto any Subsidiary of CBI may (A) declare and pay cash dividends to CBI, (B) declare and pay cash dividends to any other wholly owned Subsidiary of CBI of which it is a Subsidiary and (C) accept capital contributions from its parent to the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, andextent permitted under Section 5.02(f)(i), (iii) the aggregate amount of all such Restricted Payments Company may declare and pay scheduled dividend payments on the 12 1/2% Exchangeable Preferred Stock, (iv) CBI may declare and pay scheduled dividend payments on the Convertible Preferred Stock and the Junior Convertible Preferred Stock, (v) payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem stock option plans or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned stock related benefit plans approved by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the BorrowerBorrowers and in the ordinary course of business made to directors, as evidenced by a board resolutionofficers, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business and employees of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability Borrowers to repurchase capital stock of the Borrower Borrowers or any equity equivalents of its Restricted Subsidiaries to conduct business the Borrowers held by such Persons in any gaming jurisdiction; (h) case of resignation, the Borrower may make cash payments solely in lieu cessation of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist employment or be continuing or would result therefrom and (ii) after giving pro forma effect to the making retirement of such Restricted PaymentPerson (by death, the Consolidated Total Leverage Ratiodisability or otherwise), calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (jvi) if CBI may repurchase shares of CBI common stock pursuant to the Borrower becomes a member open market share repurchase program of CBI announced on July 21, 1999 with an aggregate purchase price not to exceed $200,000,000 (including repurchases made on or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of prior to the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentdate hereof).

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare or make any Restricted Payment, ; provided that the following Restricted Payments shall be permitted so long as no Event of Default has occurred and is continuing or incur any obligation (contingent could reasonably be expected to occur or otherwise) to do so, except thatresult from such Restricted Payment: (a) each Restricted Subsidiary may make Restricted Payments dividends with respect to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Borrower’s Equity Interests payable solely in shares of such Restricted Subsidiary on a pro rata basis based on their relative ownership interestsits Qualified Equity Interests (or the equivalent thereof); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments Borrower’s purchase, redemption, retirement or other distributions payable solely in the common stock or other common Equity Interests acquisition of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Qualified Equity Interests (or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, the equivalent thereof) with the proceeds received by the Borrower from the a substantially concurrent issue of new shares of its common stock or other common Qualified Equity Interests of (or the Borrowerequivalent thereof); (c) dividends paid by any Subsidiary Guarantor to any other Obligor (other than any Person that is required to become a Subsidiary Guarantor but has not yet done so); (d) a Restricted Payment to pay for upon the repurchasedeath, retirement incapacity or other acquisition or retirement for value termination of any holder of Qualified Equity Interests of the Borrower held by or the exercise of a right of first refusal or similar right in respect of any futuresuch holder, present or former employee, director or consultant of the Borrower may repurchase the stock of such Qualified Equity Interests of such holder or any of its Restricted Subsidiaries either such holder’s family, trusts, estates and heirs pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do repurchase agreements in an amount not to exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar 500,000 per fiscal year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as lieu of the last day issuance of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant fractional shares not to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount25,000 per fiscal year; (f) the Borrower may pay honor any non-cash dividends (other than cash in lieu of fractional shares) conversion or exercise requests in respect of any convertible securities, options or warrants of the Borrower into Qualified Equity Interests of the Borrower pursuant to its stockholders within 60 days after the date terms of its declaration if such dividend could have been paid on the date of its declaration convertible securities, options or warrants or otherwise in compliance with this Section 8.06exchange therefor; (g) the Borrower may redeem repurchase or repurchase any other acquisition of Qualified Equity Interest or Indebtedness Interests of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); deemed to occur (i) upon the exercise of stock options, warrants, restricted stock units or other rights to purchase Qualified Equity Interests of the Borrower if the holder or beneficial owner of such Equity Interests represent a portion of the exercise price thereof or Indebtedness is required to qualify under the Gaming Laws conversion price thereof and does not so qualify; or (ii) if necessary in connection with any tax withholding required upon the reasonable, good faith judgment grant of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement any exercise or vesting of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business Qualified Equity Interests of the Borrower and its Restricted Subsidiaries, taken as a whole, (or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business options in any gaming jurisdictionrespect thereof); (h) payments of interest, principal and fees in respect of any Indebtedness owed by the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests;to any Lender; and (i) the Borrower and its Restricted Subsidiaries or any Subsidiary may make other Restricted Payments after receive or accept the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect return to the making Borrower or any Subsidiary of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent Equity Interests of the Borrower is constituting a portion of the common parent, the Borrower may make purchase price consideration in settlement of indemnification claims in connection with a Permitted Tax Distributions to such parentAcquisition.

Restricted Payments. The Neither Borrower shall not, and shall cause each nor any Restricted Subsidiary not to, directly or indirectly, of Borrower will declare or make any Restricted Payment; provided, that, so long as no Default, Event of Default or incur Borrowing Base Deficiency then exists, and provided that no Default or Event of Default would result therefrom, Borrower shall be permitted to (a)(i) declare and pay accrued dividends on the Preferred Stock, (ii) declare and pay accrued dividends on the New Preferred Stock, (iii) repurchase any obligation (contingent of its Common Stock, Preferred Stock or otherwise) to do soNew Preferred Stock or warrants, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock options or other Equity Interests of rights to acquire such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); Common Stock, Preferred Stock or New Preferred Stock, and (biv) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchaserepurchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire defease Subordinate Notes, so long as, at any such shares or make any other Restricted Paymentdate, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater sum of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments dividends declared and paid pursuant to this clause clauses (ei) does not exceed and (ii) above during the sum of (A) period commencing on the greater of (x) $50,000,000 Closing Date to and including such date, plus (y) 17.5% of Consolidated Adjusted EBITDA of the aggregate amount paid by the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness respect of the Borrower repurchase of all such Common Stock, Preferred Stock or any of its Subsidiaries New Preferred Stock or warrants, options or other rights to acquire such Common Stock, Preferred Stock or New Preferred Stock pursuant to clause (other than any Equity Interests or Indebtedness which is held or beneficially owned by iii) above, plus (z) an amount equal to the Borrower or any Affiliate excess of the aggregate repurchase, redemption or defeasance price paid by Borrower for all Subordinate Notes repurchased, redeemed or defeased by Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.

Restricted Payments. The Borrower shall notDeclare or pay any dividend on, and shall cause each Restricted Subsidiary not toor make any payment or other distribution on account of, or purchase, redeem, retire or otherwise acquire (directly or indirectly), declare or set apart assets for a sinking or other analogous fund for the purchase, redemption, retirement or other acquisition of, any class of Equity Interests of any Credit Party or any Subsidiary thereof, or make any distribution of cash, property or assets to the holders of shares of any Equity Interests of any Credit Party or any Subsidiary thereof (all of the foregoing, the “Restricted Payment, or incur any obligation (contingent or otherwisePayments”) to do so, except provided that: (a) each Restricted so long as no Default or Event of Default has occurred and is continuing or would result therefrom, Borrower or any of its Subsidiaries may pay dividends in shares of its own Qualified Equity Interests; (b) any Subsidiary of Borrower may pay cash dividends to Borrower or any Subsidiary Guarantor; (i) any Non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted Payments to the Borrower and to Whollyany other Non-Owned Restricted Subsidiaries Guarantor Subsidiary that is a Domestic Subsidiary (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiaryif applicable, to the Borrower and any Restricted Subsidiary and to each other owner holders of capital stock or other its outstanding Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); ratable basis) and (bii) the Borrower and each Restricted any Non-Guarantor Subsidiary that is a Foreign Subsidiary may declare and make dividend payments or Restricted Payments to any other distributions payable solely in the common stock or Non-Guarantor Subsidiary (and, if applicable, to other common holders of its outstanding Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borroweron a ratable basis); (d) a Restricted Payment to pay for Borrower may repurchase the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Borrower with the Borrower held by any future, present or former employee, director or consultant proceeds of the Borrower Credit Facility or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Dateotherwise, so long as (i) no Default or Event of Default shall exist or be has occurred and is continuing or would result therefrom and therefrom, (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, Ratio calculated on a Pro Forma Basis shall be less than or equal to 2.75 to 1.00 as of the end of the most recently ended Calculation Periodrecent Fiscal Quarter for which financial statements have been delivered pursuant to Section 8.1 and (iii) after giving effect to any such repurchase, would not exceed 3.50 to 1.00Liquidity shall be at least $25,000,000; and (je) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may declare and make Permitted Tax Distributions (and each Subsidiary of Borrower may declare and make to such parentenable Borrower to do the same) Restricted Payments, so that Borrower may, and Borrower shall be permitted to: (A) pay corporate operating (including, without limitation, directors fees and expenses) and overhead expenses (including, without limitation, rent, utilities and salary) in the ordinary course of business and fees and expenses of attorneys, accountants, appraisers and the like; (B) so long as no Default or Event of Default has occurred and is continuing or would result therefrom on an actual or Pro Forma Basis, Borrower or any Subsidiary may pay dividends in respect of its Equity Interests in the ordinary course of business in an unlimited amount.

Restricted Payments. The Borrower Parent Guarantor shall not, and shall cause each not permit any Restricted Subsidiary not Entity to, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary of the Borrower may make Restricted Payments to the Borrower and to Wholly-Owned Restricted wholly owned Subsidiaries of the Borrower (and, in the case of a Restricted Payment by a non-wholly-non wholly owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower Parent Guarantor and each Restricted Subsidiary of its Subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) Stripes Holdings and the Borrower may declare and make Tax Distributions; and (d) the Parent Guarantor and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)Interests; (e) on the Borrower may declare or pay cash dividends to its stockholdersClosing Date, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower Parent Guarantor and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto consummate the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available AmountTCFS Acquisition; (f) the Borrower may pay proceeds of which shall be used to make cash dividends to payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Parent Guarantor or its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06Subsidiaries; (g) the Borrower Parent Guarantor may redeem or repurchase any Equity Interest or Indebtedness make repurchases of the Borrower or any of its Subsidiaries (other than any Equity Interests deemed to occur upon cashless exercise of stock options or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) warrants if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment represent a portion of the Board exercise price of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss such options or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionwarrants; (h) provided that, in the Borrower may make cash payments solely in lieu case of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other any Restricted Payments after the Closing Datemade pursuant to clauses (b), so long as (id), and (f) above, no Default under Section 6.1(a) or Section 6.1(h) or Event of Default shall exist or have occurred and be continuing at the time thereof or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parenttherefrom.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not toDeclare or make, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (db) a Restricted Payment to pay for the repurchase, retirement Borrower may declare and make dividend payments or other acquisition or retirement for value distributions in respect of its Equity Interests to fund payments of interest on Indebtedness (other than Disqualified Preferred Stock) of Holdings, or to fund payments of dividends on Disqualified Preferred Stock issued by Holdings; provided, that, (i) any such Indebtedness or Disqualified Preferred Stock is guaranteed by the Borrower, and (ii) the proceeds received by Holdings from the issuance of such Indebtedness or Disqualified Preferred Stock shall have been invested by Holdings in the Borrower held (or used to refinance in full Indebtedness (including any Disqualified Preferred Stock), the proceeds of which were previously invested in the Borrower); (c) the Borrower may declare and make dividend payments or other distributions in respect of its Equity Interests to fund payments and prepayments (whether optional or mandatory) of principal of Indebtedness (other than Disqualified Preferred Stock) of Holdings, and to fund payments of optional and mandatory redemptions in respect of Disqualified Preferred Stock issued by Holdings, provided that (i) any futuresuch Indebtedness or Disqualified Preferred Stock is guaranteed by the Borrower and (ii) the aggregate amount of such dividends and distributions made under this Section 8.06(c), present or former employee, director or consultant together with the aggregate amount of intercompany advances made by the Borrower or any of its Restricted Subsidiaries either Subsidiary to Holdings pursuant to Section 8.02(c), shall not, at any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employeetime, director or consultant’s employment, directorship or consultancy; provided, however, that exceed the aggregate Restricted Payments amount of investments made under this clause by Holdings in the Borrower with the proceeds received by Holdings in respect of any issuance of Indebtedness (including Disqualified Preferred Stock) by Holdings subsequent to the Closing Date which is so guaranteed by the Borrower; (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower may declare and its Restricted Subsidiaries for make regularly scheduled dividend payments on Disqualified Preferred Stock issued by the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)Borrower; (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem redeem, retire, acquire or otherwise acquire shares make any payment on account of any return of capital in respect of, directly or indirectly, its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) own Disqualified Preferred Stock; provided that the aggregate amount of all such Restricted Payments pursuant to Disqualified Preferred Stock repurchased, redeemed, retired, acquired or otherwise receiving payments on account of any return of capital by the Borrower under this clause (eSection 8.06(e) does not shall not, at any time, exceed the sum aggregate amount of the proceeds received by the Borrower in respect of any issuance of Disqualified Preferred Stock by the Borrower (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA or from any Equity Interests or Indebtedness of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time purchased, redeemed or cancelled in conversion by virtue of such Restricted Payment and (Bissuance) subsequent to the Available AmountClosing Date; (f) the Borrower may pay cash dividends to otherwise purchase, redeem, retire, acquire, or otherwise make any payment on account of any return of capital in respect of, directly or indirectly, its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any own Equity Interests or Indebtedness which is held Disqualified Preferred Stock and may declare and make dividend payments or beneficially owned by the Borrower other distributions thereon (whether in cash, securities or any Affiliate of the Borrowerproperty); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as provided that (i) no Default or Event of Default shall exist or have occurred and be continuing or would result therefrom and (ii) after giving pro forma effect the aggregate amount of the sum (following the Closing Date) of (A) the Equity Interests or Disqualified Preferred Stock repurchased, redeemed, retired, acquired or otherwise receiving payments on account of any return of capital by the Borrower (other than any repurchase, redemption, retirement, acquisition or other payment on account of any return of capital pursuant to Section 8.06(c), or (e)) plus (B) the amount of dividend payments or distributions made by the Borrower in respect of its Equity Interests or Disqualified Preferred Stock (other than any dividend or distribution made pursuant to Section 8.06(a), (b), (c) or (d)) plus (C) the aggregate amount of Investments made by the Borrower or any Subsidiary in Holdings (other than any intercompany advances made by the Borrower or any Subsidiary pursuant to Section 8.02(b) or (c)) plus (D) the aggregate amount of Subordinated Debt prepaid, redeemed, purchased, defeased or otherwise satisfied by the Borrower or any Subsidiary (other than any prepayment, redemption, purchase, defeasance or other satisfaction of Subordinated Debt pursuant to Section 8.10(a)(i) or (ii)), shall not exceed an aggregate amount equal to the making sum of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated $1,000,000,000 increased on a Pro Forma Basis cumulative basis as of the most recently end of each fiscal quarter of the Borrower, commencing with the fiscal quarter ending March 31, 2005 by an amount equal to 50% of Consolidated Net Income for the fiscal quarter then ended Calculation Period(or, would if such Consolidated Net Income for such quarter is a deficit, less 50% of such deficit) plus an amount equal to 100% of the proceeds from any issuances of Equity Interests by Holdings (provided the proceeds from such issuance (or, without duplication, from any Equity Interests or Indebtedness of Holdings purchased, redeemed or cancelled in conversion by virtue of such issuance) are (or were) invested in the Borrower) subsequent to the Closing Date plus 100% of the proceeds from any issuances of Indebtedness by Holdings (provided that (i) such Indebtedness is not exceed 3.50 guaranteed by the Borrower and (ii) the proceeds from such issuance (or, without duplication, from any Equity Interests or Indebtedness of Holdings purchased, redeemed or cancelled in conversion by virtue of such issuance) are (or were) invested in the Borrower) subsequent to 1.00the Closing Date plus 100% of the proceeds from any issuances of Equity Interests by the Borrower (or, without duplication, from any Equity Interests or Indebtedness of the Borrower purchased, redeemed or cancelled in conversion by virtue of such issuance) subsequent to the Closing Date; (g) any Subsidiary may purchase, redeem, retire, acquire, or otherwise make any payment on account of any return of capital in respect of directly or indirectly, any of its Equity Interests; and (jh) if any Subsidiary may declare and make dividend payments or other distributions on or in respect of its Equity Interests (whether in cash, securities or property); provided that solely in the Borrower becomes case of any dividend or distribution payable on or in respect of any class or series of Equity Interests issued by a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parentNon-Wholly Owned Subsidiary, the Borrower may make Permitted Tax Distributions to or any other Subsidiary receives at least its pro rata share of such parentdividend or distribution in accordance with its Equity Interests in such class or series of Equity Interests, if any.

Restricted Payments. The Borrower shall will not, and shall cause each Restricted Subsidiary will not permit any of its Subsidiaries to, declare or make, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatPayment except: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and each Subsidiary may declare and pay distributions with respect to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other its Equity Interests payable solely in additional shares of such Restricted Subsidiary on a pro rata basis based on their relative ownership interestsits Equity Interests (other than Disqualified Capital Stock); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, issued by it with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests Interests; (c) the Borrower and each Subsidiary may declare and make Restricted Payments to the Borrower or another Subsidiary, and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrowertype of Equity Interest in respect of which such Restricted Payment is being made; (d) a the Borrower and each Subsidiary may declare and make Restricted Payment Payments to pay for the repurchase, redemption, retirement or other acquisition or retirement for value of Equity Interests of the Borrower or any Subsidiary held by any future, present or former employee, director director, member of management, officer, manager or consultant (or any Affiliate thereof) of the Borrower or any of its Restricted Subsidiaries either pursuant Subsidiary in an aggregate amount not to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment 1,000,000 in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar fiscal year); (e) the Borrower and each Subsidiary may declare or pay cash dividends make Restricted Payments to its stockholders, purchase, redeem or otherwise acquire shares repurchase Equity Interests upon the exercise of its capital stock or warrants, rights options 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 warrants, options to acquire any such shares or other securities convertible into or exchangeable for cash, and Equity Interests as part of a “cashless” exercise; and (f) the Borrower and its Restricted Subsidiaries each Subsidiary may declare and make other Restricted Payments, in each case so long as: Payments (i) with net proceeds of an offering of Equity Interests (other than (x) Disqualified Capital Stock and (y) such net proceeds otherwise used in connection with any investments, loans, advances or guarantees permitted under Section 6.09(u)(i) or Redemptions permitted under Section 6.12(b)) in the Borrower, to the extent that (A) no Event of Default shall be has occurred and is continuing or would be caused thereby, (ii) both before and after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) such Restricted Payment occurs within sixty (60) days after the Available Amount; receipt of such equity net proceeds or (fii) with cash on hand or otherwise, to the Borrower may pay cash dividends extent that (A) no Event of Default has occurred and is continuing or would result therefrom, (B) at the time of and immediately after giving effect to its stockholders such Restricted Payment, the Consolidated Net Leverage Ratio on a pro forma basis is less than or equal to 3.25 to 1.00 and (C) at the time of and immediately after giving effect to such Restricted Payment, the unused amount of the Aggregate Commitments shall not be less than twenty percent (20%) of the Aggregate Commitments. Notwithstanding anything herein to the contrary, the foregoing provisions of this Section 6.04 will not prohibit any Restricted Payment within 60 days after the date of its declaration if of such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries Restricted Payment (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the BorrowerRestricted Payment made with equity proceeds in reliance on Section 6.04(f)(i); (i) if at the holder or beneficial owner date of declaration such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, payment would have a material adverse effect on complied with the business provisions of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentthis Agreement.

Restricted Payments. The Borrower shall notExcept as hereinafter provided, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make do any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatof the following: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (andDeclare or pay any dividends, either in the case cash or property, on any shares of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of its capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); any class (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments except dividends or other distributions payable solely in the shares of common stock of the Borrower and except for dividends or other common Equity Interests distributions payable solely to the Borrower) or make any other payment or distribution, either directly or indirectly or through any Subsidiary, in respect of its capital stock (except for payments or distributions made solely to the Borrower) if before or after giving effect to such payment any Default or Event of Default shall have occurred and be continuing or if the sum of the aggregate amount of such Personpayments made during any fiscal year of the Borrower shall exceed 33% of the consolidated net income of the Borrower (determined in accordance with GAAP) for the prior fiscal year; (cb) the Borrower and each Restricted Subsidiary may Directly or indirectly, or through any Subsidiary, purchase, redeem or otherwise acquire retire any shares of its common capital stock of any class or other common Equity Interests or warrants any warrants, rights or options to purchase or acquire any such shares of its capital stock (other than in exchange for or make any other Restricted Payment, in each case, with out of the net cash proceeds received by to the Borrower from the substantially concurrent issue or sale of new other shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to purchase or acquire any shares of its common stock); or (c) Make payments of the principal or interest of any Trust Preferred Indebtedness or Subordinated Note Payable at any time that the terms of the documents pertaining thereto shall prevent or defer such shares for cash, and payment or shall provide that the recipient of such payments may not retain such payment (it being expressly acknowledged that the Borrower may pay accrued interest at the stated rates of the Trust Preferred Indebtedness and its Restricted Subsidiaries may make other Restricted PaymentsSubordinated Notes Payable at any time that the foregoing clause shall not apply). Notwithstanding the foregoing, in each case so long as: (i) as no Default or Event of Default shall have occurred and be continuing (i) the Borrower or would any Subsidiary may acquire shares of the Borrower’s common stock to be caused thereby, held in trust to fund the obligations of AEILIC under its NMO Deferred Stock Compensation Plans; and (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenantmay redeem shares of its capital stock of any class, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of provided that (A) the greater number of (x) $50,000,000 and (y) 17.5shares of voting capital stock redeemed in any one fiscal year shall not exceed 1% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time total number of such Restricted Payment shares outstanding at January 1 of such year, and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if aggregate redemption price paid for all such dividend could have been paid on the date of its declaration shares redeemed in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness fiscal year of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent$750,000.

Restricted Payments. The Borrower shall notDeclare or pay any dividend on, and shall cause each or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings or any Restricted Subsidiary not toSubsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings or any Restricted PaymentSubsidiary, or incur enter into any obligation derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (contingent a “Derivatives Counterparty”) obligating Holdings or otherwise) any Restricted Subsidiary to do somake payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Payments”), except that: (a) each any Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)Loan Party; (b) Restricted Payments in connection with the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the acquisition by Holdings of Holdings’ common stock or other equity interests relating to Holdings’ common Equity Interests stock from present or former officers, directors, consultants, agents or employees (or their estates, family members or former spouses) of such Person; (c) the Borrower and each Holdings or any Restricted Subsidiary may purchaseupon the death, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchasedisability, retirement or other acquisition or retirement for value termination of Equity Interests employment of the Borrower held by any futureapplicable officer, present director, consultant, agent or former employee, director employee or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancyarrangement; provided, however, provided that the aggregate Restricted Payments made amount of payments under this clause (db) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar fiscal year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default Holdings shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (xi) $50,000,000 11,250,000, plus (ii) any proceeds received by Holdings subsequent to the date hereof in connection with sales of any common stock or common stock options sold in connection with permitted employee compensation and incentive arrangements, plus (iii) any amounts received by Holdings in such fiscal year and (yto the extent not used pursuant to this clause (b)) 17.5% any prior fiscal years pursuant to key man life insurance policies plus (iv) any Restricted Payments permitted (but not made) pursuant to this clause (b) in the immediately prior fiscal year; provided, that cancellation of Consolidated Adjusted EBITDA Indebtedness owing to Holdings or any Restricted Subsidiary by any member of the Borrower and management of Holdings or its Restricted Subsidiaries for in connection with a repurchase of the Calculation Period then most recently ended at Capital Stock of the time of such Holdings or any parent company will not be deemed to constitute a Restricted Payment and for purposes of this Section 7.6; (Bc) Non-Guarantor Subsidiaries may make Restricted Payments to other Non-Guarantor Subsidiaries; (d) Holdings may purchase fractional shares of its common stock arising out of stock dividends, splits or combinations or business combinations; (e) Restricted Payments to the extent made with the Available Amount; (f) Restricted Payments to make payments provided for in the Borrower Management Agreement; (g) Holdings may make Restricted Payments in an aggregate amount of payments under this clause (g) not to exceed the greater of (i) $20,000,000 and (ii) 10% of Consolidated EBITDA, as of the end of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at the time of such Restricted Payment, in any fiscal year of Holdings; provided that no such Restricted Payment shall be permitted (i) prior to January 1, 2014 and (ii) unless Holdings is in compliance with the covenant set forth in Section 7.1, determined on a pro forma basis as of the last day of the most recently ended Test Period after giving effect to such Restricted Payment, and determined for this purpose as though the required Consolidated Total Leverage Ratio level were 0.50:1.00 lower than the then applicable ratio level set forth in Section 7.1. (h) Investments permitted by Section 7.8; (i) provided that no Default or Event of Default is continuing or would result therefrom, Holdings may make Restricted Payments in an aggregate amount not to exceed $20,000,000; (j) noncash repurchases of Capital Stock deemed to occur upon exercise of stock options or similar equity incentive awards if such Capital Stock represents a portion of the exercise price of such options or similar equity incentive awards; (k) to the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries may enter into and consummate transactions expressly permitted by any provision of Sections 7.4, 7.5, 7.8 and 7.10; (l) any non-wholly owned Restricted Subsidiary of Holdings may declare and pay cash dividends to its stockholders within 60 days after equity holders generally so long as Holdings or its respective Subsidiary which owns the date of its declaration if equity interests in the Restricted Subsidiary paying such dividend could have been paid on the date of receives at least its declaration in compliance with this Section 8.06; proportional share thereof (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness based upon its relative holding of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by equity interests in the Borrower or any Affiliate Restricted Subsidiary paying such dividends and taking into account the relative preferences, if any, of the Borrowervarious classes of equity interest of such Restricted Subsidiary); (im) if the holder at any time after a Qualified IPO, provided that no Default or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be is continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated Ratio shall not exceed 2.00:1.00 on a Pro Forma Basis pro forma basis as of the end of the most recently ended Calculation PeriodTest Period for which financial statements have been delivered pursuant to Section 6.1, would not exceed 3.50 both immediately prior to 1.00and immediately after giving effect to such Restricted Payment, Holdings may make unlimited Restricted Payments; (n) Restricted Payments by the Borrower on the First Amendment Effective Date to the extent necessary to consummate the Transactions; and (jo) if Restricted Payments in connection with the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent consummation of the Borrower is Canadian Reorganization or the common parentUK Reorganization, the Borrower may make Permitted Tax Distributions to such parentas applicable.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not toNot to declare or make, directly or indirectly, declare any restricted payment, which means any dividend or make other distribution (whether in cash, securities or other property) with respect to any capital stock or other equity interest of such Borrower or any of its subsidiaries, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such capital stock or other equity interest or of any option, warrant or other right to acquire any such capital stock or other equity interest (“Restricted Payment”), or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary of such Borrower’s subsidiaries may make Restricted Payments to the such Borrower and to Whollywholly-Owned Restricted Subsidiaries owned subsidiaries of such Borrower (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiarysubsidiary of such Borrower, to the such Borrower and any Restricted Subsidiary subsidiary of such Borrower and to each other owner of capital stock or other Equity Interests equity interests of such Restricted Subsidiary subsidiary of such Borrower on a pro rata basis based on their relative ownership interests); (b) in the case of any Borrower that is a subsidiary of another Borrower, such Borrower may make Restricted Payments to such other Borrower; (c) such Borrower and each Restricted Subsidiary of its subsidiaries may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity interests of the entity making such Personpayment or distribution; (cd) the such Borrower and each Restricted Subsidiary of its subsidiaries may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of or its common stock or other common Equity Interests of the Borrowerequity interests; (de) such Borrower may, unless a Restricted Payment to pay for the repurchaseDefault or Event of Default has occurred and is continuing, retirement declare and make dividend payments or other acquisition distributions to its shareholders, provided that such Borrower is in pro forma compliance with the financial covenants set forth in Section 9.4 after giving effect to such dividend payment or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the other distribution; (f) such Borrower or any of its Restricted Subsidiaries either pursuant to subsidiaries may, unless a Default or Event of Default has occurred and is continuing, purchase or redeem any management equity of its common stock or any warrants, options or other rights in respect thereof from (i) employees, officers and directors of such Borrower or such subsidiary (or their estates) upon the death, permanent disability, retirement or termination of employment of any such person or otherwise in accordance with any stock incentive plan, employee stock purchase plan or other similar employee benefit plan maintained by such Borrower or such subsidiary of such Borrower or (ii) in the case of such Borrower, other shareholders of such Borrower so long as the purpose of such purchase or redemption is to acquire common stock option in accordance with any such stock incentive plan, employee stock purchase plan or any other management or similar employee benefit plan or agreement for reissuance to new employees, officers or upon the termination directors (or their estates) of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries subsidiaries and such common stock is reissued within twelve (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i12) if the holder or beneficial owner months of such Equity Interests purchase or Indebtedness redemption, provided, in each case, that such Borrower is required to qualify under in pro forma compliance with the Gaming Laws and does not so qualify; or (ii) if necessary financial covenants set forth in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) Section 9.4 after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00purchase or redemption; and (jg) if such Borrower may, unless a Default or Event of Default has occurred and is continuing, purchase shares of its common stock pursuant to a share repurchase plan or agreement approved by such Borrower’s board of directors, provided that the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of Borrowers are in pro forma compliance with the Borrower is the common parent, the Borrower may make Permitted Tax Distributions financial covenants set forth in Section 9.4 after giving effect to such parentpurchase.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not toDeclare or make, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) , so long as no Default shall have occurred and be continuing at the time of any action described below or would result therefrom: 185. each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries the Guarantors (and, in the case of a Restricted Payment by a non-wholly-wholly owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) and any Subsidiary that is not a Guarantor may make Restricted Payments to any other Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests; 186. the Borrower and each Restricted Subsidiary Guarantor may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity interests of such Person; (c) ; 187. the Borrower and each Restricted Subsidiary Guarantor may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of equity interests; 188. the Borrower; Borrower may (di) a Restricted Payment to pay for the repurchase, retirement repurchase or other acquisition or retirement redeem for value of Equity Interests of the Borrower held by any future, present or former employeeofficers, director directors or consultant employees (or their transferees, estates or beneficiaries under their estates) upon their death, disability, retirement, severance or termination of the Borrower employment or any of its Restricted Subsidiaries either service or pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or plan, agreement or upon the termination of such employeearrangement, director or consultant’s employment, directorship or consultancy; provided, however, provided that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to repurchases or redemptions for value under this clause (ei) does shall not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business 10,000,000 in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom one fiscal year and (ii) after giving pro forma effect make repurchases of Equity Interests deemed to occur upon the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof or are withheld to satisfy tax withholding obligations attributable to the making exercise or upon the vesting of restricted stock, restricted stock units or performance share units to the extent necessary to satisfy tax withholding obligations attributable to such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00vesting; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.

Restricted Payments. The Borrower shall Such Obligor will not, and shall cause each Restricted Subsidiary will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare or make any Restricted Payment, ; provided that the following Restricted Payments shall be permitted so long as no Event of Default has occurred and is continuing or incur any obligation (contingent could reasonably be expected to occur or otherwise) to do so, except thatresult from such Restricted Payment: (a) each Restricted Subsidiary may make Restricted Payments dividends with respect to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Borrower’s Equity Interests payable solely in shares of such Restricted Subsidiary on a pro rata basis based on their relative ownership interestsits Qualified Equity Interests (or the equivalent thereof); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments Borrower’s purchase, redemption, retirement, or other distributions payable solely in the common stock or other common Equity Interests acquisition of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the a substantially concurrent issue of new shares of its common stock or other common Qualified Equity Interests of the BorrowerInterests; (c) dividends paid by any Subsidiary to any Obligor; (d) a Restricted Payment to pay for the repurchaseany purchase, redemption, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any futureofficers, present directors and employees or former employeeofficers, director directors or consultant employees (or their transferees, estates, or beneficiaries under their estates) of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for not to exceed $2,500,000 (or the Calculation Period then most recently ended at the time of such Restricted Payment Equivalent Amount in other currencies) in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar fiscal year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares cashless exercises of its capital stock or options and warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) cash payments made by the Borrower may pay to redeem, purchase, repurchase or retire its obligations under warrants issued by it (in the nature of cash dividends to its stockholders within 60 days after payments in lieu of fractional shares) in accordance with the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06terms thereof; (g) the Borrower may redeem acquire (or repurchase any Equity Interest or Indebtedness of the Borrower or any of withhold) its Subsidiaries (other than any Equity Interests pursuant to any employee stock option or Indebtedness similar plan to pay withholding taxes for which Borrower is held liable in respect of a current or beneficially owned by the Borrower former officer, director, employee, member of management or any Affiliate of the Borrowerconsultant upon such grant or award (or upon vesting or exercise thereof); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction;and (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after in an aggregate amount not to exceed $2,500,000 (or the Closing Date, so long as (iEquivalent Amount in other currencies) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect in any fiscal year. Notwithstanding anything to the making of such Restricted Paymentcontrary in the foregoing, the Consolidated Total Leverage Ratioissuance of, calculated on a Pro Forma Basis as entry into (including any payments of the most recently ended Calculation Periodpremiums in connection therewith), would not exceed 3.50 to 1.00; and performance of obligations under (jincluding any payments of interest), and conversion, exercise, repurchase, redemption, settlement or early termination or cancellation of (whether in whole or in part and including by netting or set-off) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent in each case, whether in cash, common stock of the Borrower is or, following a merger event or other change of the common parentstock of Borrower, other securities or property), or the Borrower may make satisfaction of any condition that would permit or require any of the foregoing, any Permitted Tax Distributions to such parentConvertible Debt, any Permitted Bond Hedge Transaction and any Permitted Warrant Transaction, in each case, shall not constitute a Restricted Payment by the Borrower.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, and shall cause or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, in each Restricted Subsidiary not tocase, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of the BorrowerParent or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower BorrowerParent or any Subsidiary Guarantor or any other Person that owns a direct equity interest in such Subsidiary in proportion to such Person’s ownership interest in such Subsidiary; (b) each Subsidiary may make Restricted Payments to the BorrowerParent and to Wholly-Wholly Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Wholly Owned Subsidiary, to the Borrower BorrowerParent and any Restricted Subsidiary and to each other owner of capital stock Capital Stock or other Equity Interests equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (bc) the Borrower BorrowerParent and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity interests of such Person; (cd) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower and each Restricted Subsidiary BorrowerParent may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Paymentshares, in each case, with to the extent consideration therefor consists of the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)interests; (e) the Borrower BorrowerParent and each Restricted Subsidiary may declare make payments in connection with equity interests related to compensation paid or pay cash dividends to its stockholdersbe paid, purchaseor benefits provided or to be provided, redeem in the ordinary course of business to officers, directors, employees or otherwise acquire shares former officers, directors or employees of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower BorrowerParent and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) Subsidiaries; provided that the aggregate amount of all such Restricted Payments pursuant to cash payments under this clause (e) does shall not exceed the sum exceed, in any period of (A) the greater of (x) 12 consecutive months, $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount5,000,000; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Default or Event of Default shall exist or have occurred and be continuing or would result therefrom and the Available Amount Condition has been met, the BorrowerParent may make Restricted Payments in an aggregate amount not to exceed the then Available Amount; (iig) in addition to any other Restricted Payments permitted under this Section 7.5, the BorrowerParent and the Restricted Subsidiaries may make Restricted Payments in an aggregate amount such that all such Restricted Payments since the Closing Date made pursuant to this clause (g) shall not exceed $20,000,000; (h) the BorrowerParent and the Restricted Subsidiaries may make any payments in connection with the consummation of the Transactions and the transactions described in the Restructuring Steps Plan; (i) purchases by any Loan Party of the equity interests of any Permitted Joint Venture from any Person that is not a Loan Party in an aggregate amount not to exceed $25,000,000 from and after the Closing Date (provided that (i) Total Leverage Ratio (as of the date of the most recent financial statements delivered pursuant to Section 6.1(a) or (b), after giving pro forma effect to the making Restructuring, as well as the consummation of such Restricted Payment, joint venture and the Consolidated incurrence of any Indebtedness in connection therewith) is no greater than the Total Leverage RatioRatio as in effect on the Closing Date (as calculated, calculated on a Pro Forma Basis for the Transactions, as of the date of the then most recently recent financial statements of the then last ended Calculation Periodfiscal quarter), would (ii) the amount paid by the BorrowerParent and its Subsidiaries from and after the Closing Date in connection with the exercise of any “call” or similar right by any of them shall not exceed 3.50 $25,000,000 in the aggregate and (iii) the aggregate amount set forth above in this clause (i) shall be reduced on a dollar-for-dollar basis by the aggregate amount of any Restricted Payments made pursuant to 1.00Section 7.6(g); and (j) if the Borrower becomes a member (BorrowerParent or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent any Restricted Subsidiary may pay cash in lieu of the Borrower is the common parentfractional Capital Stock in connection with any dividend, the Borrower may make split or combination thereof, or any Permitted Tax Distributions to such parentAcquisition or any vesting of Capital Stock.

Restricted Payments. The Borrower shall notDeclare or pay any dividend or distribution on any Capital Stock of Holdings or its Restricted Subsidiaries, and shall cause each whether now or hereafter outstanding, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings or its Restricted Subsidiary not toSubsidiaries, whether now or hereafter outstanding, or pay any management or similar fees to the Sponsor or any holders of the Capital Stock of Holdings or any of their respective Affiliates, or make any other distribution in respect of any Capital Stock of Holdings or its Restricted Subsidiaries, either directly or indirectly, declare whether in cash or make any property or in obligations of Holdings or its Restricted PaymentSubsidiaries (collectively, or incur any obligation (contingent or otherwise) to do so“Restricted Payments”), except that: (a) each any Wholly Owned Subsidiary (which is a Restricted Subsidiary) of the Borrower may make Restricted Payments (other than issuances of Disqualified Capital Stock) to Holdings, the Borrower or any other Restricted Subsidiary and any non‑Wholly Owned Subsidiary may make Restricted Payments (other than issuances of Disqualified Capital Stock) ratably to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests holders of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)non‑Wholly Owned Subsidiary’s Capital Stock; (b) so long as (x) no Event of Default shall have occurred and be continuing or would otherwise result therefrom and (y) other than with respect to the use of the portion of the Available Amount attributable to clause (c) of the definition thereof, the Total Net Leverage Ratio, on a Pro Forma Basis, shall not exceed 1.81:1.00 (or 2.08:1.00 if the Specified Acquisition has been consummated), the Borrower may make Restricted Payments to Holdings to permit Holdings to make, and Holdings may make, cash Restricted Payments to holders of Capital Stock of Holdings with the proceeds of such cash Restricted Payment; provided, that the aggregate amount of Restricted Payments by the Borrower to Holdings under this Section 8.05(b) shall not at any time exceed the Available Amount at such time; (c) cashless exercises of options and warrants shall be permitted; (d) the Borrower may make cash Restricted Payments to Holdings to permit Holdings to make, and Holdings may make Restricted Payments or make distributions to any Parent Company thereof to permit such Parent Company, and the subsequent use of such payments by such Parent Company, to repurchase, redeem or otherwise acquire for value Qualified Capital Stock of Holdings or such Parent Company held by officers, directors or employees or former officers, directors or employees (or their transferees, estates or beneficiaries under their estates) of Holdings or its Restricted Subsidiaries, upon their death, disability, retirement, severance or termination of employment or service; provided that (x) the aggregate cash consideration paid for all such redemptions and payments shall not exceed, in any Fiscal Year, $10,000,000 (with unused amounts in any Fiscal Year being carried over to the next succeeding Fiscal Year subject to a maximum of $10,000,000) and (y) the only consideration paid by Holdings in respect of such redemptions or purchase shall be cash; provided, further, that such amount in any Fiscal Year may be increased by any amount not to exceed, without duplication, (x) the aggregate amount of loans made by Holdings and any of its Restricted Subsidiaries pursuant to Section 8.06(h) that are repaid in connection with such purchase, redemption or other acquisition of such Capital Stock of such direct parent, plus (y) to the extent Not Otherwise Applied, the amount of any Net Cash Proceeds received by or contributed to the Borrower from the issuance and sale after the Closing Date of Qualified Capital Stock of Holdings (or such direct parent) to officers, directors or employees of Holdings or its Restricted Subsidiaries that have not been used to make any such repurchases, redemptions or payments under this clause (d), plus (z) the net cash proceeds of any “key‑man” life insurance policies of Holdings or its Restricted Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (d); (i) Holdings and its Restricted Subsidiaries may reimburse and indemnify the Sponsor or any of its Affiliates for the out‑of‑pocket costs and expenses incurred by the Sponsor and its Affiliates in connection with the Transactions or any Permitted Acquisition, Investment permitted under Section 8.06 or any other debt or equity issuance by Holdings or any of its Restricted Subsidiaries (whether or not successful) and (ii) Holdings and its Restricted Subsidiaries may pay the out‑of‑pocket costs and expenses incurred by the Sponsor and its Affiliates in connection with its provision of management, consulting, advisory and similar services to Holdings and its Restricted Subsidiaries and other out-of-pocket costs and expenses of the Sponsor and its Affiliates relating to the ownership of Holdings; (f) Restricted Payments constituting cash dividends of Holdings may be made pursuant to this Section 8.05 within sixty days after date of declaration of any such Restricted Payment if such Restricted Payment was permitted on the date of declaration thereof (irrespective of whether a Default or an Event of Default exists, so long as no Event of Default was occurring and continuing on the date of such declaration); (g) the Borrower and its Subsidiaries may make Restricted Payments to, or make loans to, Holdings or any direct or indirect parent thereof in amounts required for Holdings or such direct or indirect parent (or, where such person is a partnership or disregarded entity for applicable income Tax purposes, its direct or indirect owners) to pay (and Holdings may pay Restricted Payments, or make loans, in respect of amounts relating to any such person to pay), in each case, without duplication: (i) franchise or similar taxes and other fees, taxes and expenses required to maintain Holdings’ or any Parent Company’s corporate or other entity existence; (ii) income and similar taxes attributable to Holdings, the Borrower and each Restricted Subsidiary that are not payable directly by Holdings, the Borrower or such Restricted Subsidiary, as applicable, which amount shall not exceed the amount of such taxes that Holdings, the Borrower and each Restricted Subsidiary would have been required to pay if they were a stand-alone consolidated, combined, unitary or similar tax group (“Tax Group”) with Holdings as the corporate common parent of such stand-alone Tax Group; provided that any such payments that are attributable to the taxable income of any Unrestricted Subsidiary will be permitted only to the extent of the amount of cash distributions made by such Unrestricted Subsidiary to the Borrower or any Restricted Subsidiary for the purpose of paying such taxes; (iii) salary, bonus and other benefits payable to officers and employees of Holdings or any Parent Company to the extent such salaries, bonuses and other benefits are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; (iv) general corporate operating and overhead costs and expenses of Holdings or any Parent Company (including, without limitation, expenses for legal, administrative and accounting services provided by third parties) to the extent such costs and expenses are attributable to the ownership or operation of the Borrower and its Restricted Subsidiaries; and (v) other taxes, liabilities, costs or expenses incurred by Holdings in connection with prepayments made pursuant to Section 4.02(j); (h) the Loan Parties and their Restricted Subsidiaries may declare and make dividend payments or other distributions payable solely in Capital Stock (other than Disqualified Capital Stock); (i) the common stock Borrower may make Restricted Payments the proceeds of which are applied to the purchase or other common Equity Interests acquisition by Holdings or an Affiliate of Holdings that is not a Restricted Subsidiary 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; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests all of the Borrower; (d) Capital Stock in a Restricted Payment to pay for the repurchase, retirement Person; provided that if such purchase or other acquisition or retirement for value of Equity Interests had been made by the Borrower, it would have constituted a Permitted Acquisition (after giving effect to clause (B) of the Borrower held by further proviso below) permitted to be made pursuant to Section 8.06(e); provided further that (A) such Restricted Payment shall be made concurrently with the consummation of such purchase or other acquisition and (B) Holdings or such Affiliate of Holdings shall, contemporaneously with the consummation thereof, cause (1) all property acquired (whether assets or Capital Stock) and any future, present or former employee, director or consultant of liabilities assumed (which liabilities shall otherwise be permitted hereunder) to be contributed to the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA Subsidiary of the Borrower and its that is a Loan Party or (2) the merger (to the extent permitted in Section 8.03) into the Borrower or any Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA Subsidiary of the Borrower and its Restricted Subsidiaries for that is a Loan Party of the Calculation Period then most recently ended at Person formed or acquired in order to consummate such purchase or other acquisition (provided that the time of Borrower or such Restricted Payment in Subsidiary that is a Loan Party shall be the continuing or surviving entity of any calendar yearsuch merger with the Borrower); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (fj) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower Holdings to permit Holdings to pay, and Holdings may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); pay, (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interestsin connection with any dividend, split or combination of the Capital Stock of Holdings and (ii) cash in lieu of fractional shares in connection with any conversion request by a holder of convertible Indebtedness to the extent such conversion is permitted under this Agreement; (ik) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, permitted by Section 8.07(c); (l) so long as (i) no Event of Default shall exist or have occurred and be continuing or would otherwise result therefrom therefrom, additional Restricted Payments the aggregate amount of which shall not at any time exceed the greater of $20,000,000 and (ii) after giving pro forma effect to the making 15% of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated EBITDA tested on a Pro Forma Basis as of for the most recently ended Calculation Periodcompleted Measurement Period minus the amount which Borrower may, from time to time, elect to be re-allocated to the making of Investments pursuant to Section 8.06(w) or restricted debt payments pursuant to Section 8.07(d)(iii); (m) the Loan Parties and each Restricted Subsidiary may make Restricted Payments consisting of Dispositions permitted by Section 8.04 of the type described, and subject to the limitations contained, in the definition thereof; (n) the Loan Parties and each Restricted Subsidiary may make Restricted Payments to Holdings or any Subsidiary thereof for payments to satisfy their obligations to pay taxes and other required amounts pursuant to any tax sharing agreements among the Loan Parties and their Subsidiaries or in respect of their joint ventures to the extent such taxes and required amounts are attributable to the ownership or operations of the Loan Parties and their Restricted Subsidiaries or their joint ventures; provided that such taxes and amounts shall be determined by reference to applicable tax laws and on an arm’s length basis; (o) so long as no Event of Default shall have occurred and be continuing or would otherwise result therefrom and the Total Net Leverage Ratio, on a Pro Forma Basis, shall not exceed 3.50 to 1.00; and 0.81:1.00 (j) or 1.08:1.00 if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parentSpecified Acquisition has been consummated), the Borrower may make Permitted Tax Distributions Restricted Payments to Holdings to permit Holdings to make, and Holdings may make, cash Restricted Payments to holders of Capital Stock of Holdings with the proceeds of such parentcash Restricted Payment; and (p) the distribution, by dividend or otherwise, of shares of Capital Stock of, or Indebtedness owed to Holdings, the Borrower or a Restricted Subsidiary by, Unrestricted Subsidiaries (other than Unrestricted Subsidiaries, the primary assets of which are cash and Cash Equivalents).

Restricted Payments. The Neither Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of the capital stock of US Borrower or any Subsidiary (other than to US Borrower or any Subsidiary) or (ii) purchase, redeem or otherwise acquire for value, or permit any Subsidiary to purchase or otherwise acquire for value, any shares of US Borrower's or any Subsidiary's capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding owned by any Person other than US Borrower or any Wholly-Owned Subsidiary of US Borrower (any such prohibited transaction, a "Restricted Payment, or incur any obligation (contingent or otherwise) to do so"), except that:that (each of which shall be given independent effect): (a) each Restricted Subsidiary may make Restricted Payments to the US Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and or any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the its common stock or other common Equity Interests of such Personstock; (cb) the US Borrower and each Restricted or any Subsidiary may purchase, redeem redeem, defease or otherwise acquire or retire for value shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares with shares of its common stock; (c) any Subsidiary may pay dividends and distributions or make any other Restricted Paymentpurchase, in each caseredeem, with the proceeds received by the Borrower from the substantially concurrent issue of new defease or otherwise acquire or retire for value shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights warrants or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as:as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of US Borrower are made on a pro rata basis to such Subsidiary's shareholders generally or are paid solely to a Loan Party; (d) US Borrower may pay cash loans, advances, dividends or distributions to Holding to permit Holding or MT Investors to purchase capital stock (or options or other rights in respect thereof) of Holding or MT Investors held by former employees of Holding or any of its Subsidiaries following termination of their employment or pursuant to repurchase provisions under employee stock option agreements or employee stock purchase agreements; provided, however, that (i) no Event of Default or Unmatured Event of Default shall be continuing then exist or would be caused thereby, arise therefrom and (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause dividends shall not exceed U.S. $2.0 million in any fiscal year and U.S. $5.0 million in the aggregate since the Closing Date; (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the US Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; Holding to enable Holding or MT Investors to pay operating expenses (gincluding fees and indemnification payments to directors and officers) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonableordinary course of business; provided, good faith judgment of the Board of Directors of the Borrowerhowever, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as that (i) no Event of Default or Unmatured Event of Default under subsection 9.1(a) shall then exist or be continuing or would result arise therefrom and (ii) after giving pro forma effect to the making aggregate amount of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would dividends shall not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.U.S. $

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not toDeclare or make, directly or indirectly, declare or make any Restricted Payment, Payment or incur any obligation (contingent or otherwise) to do so; issue or sell any Disqualified Stock; or permit to exist, except thatwhether under its Organizational Documents or otherwise, any right (contingent or otherwise) of any stockholder of Borrower to demand or compel Borrower to repurchase or redeem any Equity Interests of Borrower, or to make any dividend or other distribution on account of, or any payment with respect to, any Equity Interests of Borrower; provided, however, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) Borrower may repurchase Equity Interests issued by Borrower from former employees, officers, directors, and consultants pursuant to Borrower’s customary, board-approved, equity compensation plans and stock repurchase agreements, in an aggregate amount not to exceed Two Hundred Fifty Thousand Dollars ($250,000) in any fiscal year; (b) each Restricted Subsidiary may make Restricted Payments to Borrower, Guarantors and any other Subsidiary of Borrower that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the Borrower and to Wholly-Owned Restricted Subsidiaries (and, type of Equity Interest in the case respect of a which such Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)is being made; (bc) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests Qualified Stock of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower;; and (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or may convert any of its Restricted Subsidiaries either convertible securities into Qualified Stock pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination terms of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem convertible securities or otherwise acquire shares of its capital stock or warrants, rights or options to acquire in exchange thereof and make payments in cash for any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of upon such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentconversion.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not to, directly Declare or indirectly, declare pay any dividend or make any Restricted Payment, or incur any obligation other distribution (contingent by reduction of capital or otherwise), whether in cash, property, securities or a combination thereof, with respect to any of its Equity Interests (other than dividends and distributions on Equity Interests payable solely by the issuance of additional Equity Interests (other than Disqualified Stock) of the person paying such dividends or distributions) or directly or indirectly redeem, purchase, retire or otherwise acquire for value (or permit any Subsidiary to do sopurchase or acquire) any of its Equity Interests or set aside any amount for any such purpose (other than through the issuance of additional Equity Interests (other than Disqualified Stock) of the person redeeming, except purchasing, retiring or acquiring such shares) (the foregoing, “Restricted Payments”); provided, however, that: (a) each Restricted any Subsidiary of the Borrower may make Restricted Payments to the Borrower and or to Wholly-any Wholly Owned Restricted Subsidiaries Subsidiary of the Borrower (andor, in the case of a Restricted Payment by a non-wholly-owned Restricted SubsidiaryWholly Owned Subsidiaries, to the Borrower and or any Restricted Subsidiary that is a direct or indirect parent of such Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of the Borrower or such Subsidiary) based on their relative ownership interestsinterests so long as any repurchase of its Equity Interests from a person that is not the Borrower or a Subsidiary is permitted under Section 6.04); (b) the Borrower may make Restricted Payments to Holdings in respect of (i) overhead, legal, accounting and other professional fees and expenses of Holdings, (ii) fees and expenses related to any public offering or private placement of debt or equity securities of Holdings whether or not consummated, (iii) franchise taxes and other fees and expenses in connection with the maintenance of its existence, (iv) payments permitted by Section 6.07(b), (v) the Borrower may make Restricted Payments to any direct or indirect parent company of the Borrower that files a consolidated U.S. federal, state or local income tax return that includes the Borrower and its subsidiaries, in each Restricted Subsidiary case in an amount not to exceed the amount that the Borrower and its Subsidiaries would have been required to pay in respect of federal, state or local income taxes (as the case may declare be) payable on such returns in respect of such year if the Borrower and its Subsidiaries paid such taxes directly as a stand-alone taxpayer (or stand-alone group) and (vi) customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers and employees of Holdings, in each case in order to permit Holdings to make dividend payments or other distributions payable solely such payments; provided, that in the common stock or case of clauses (i), (ii) and (iii), the amount of such Restricted Payments shall not exceed the portion of any amounts referred to in such clauses (i), (ii) and (iii) that are allocable to the Borrower and its Subsidiaries (which shall be 100% for so long as Holdings owns no assets other common than the Equity Interests of such Personin the Borrower); (c) the Borrower and each may make Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options Payments to acquire any such shares or make any other Restricted Payment, in each case, with Holdings the proceeds received by of which are used to purchase or redeem the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of Holdings (including related stock appreciation rights or similar securities) held by then present or former directors, consultants, officers or employees of Holdings, the BorrowerBorrower or any of the Subsidiaries or by any Plan or any shareholders’ agreement then in effect upon such person’s death, disability, retirement or termination of employment or under the terms of any such Plan or any other agreement under which such shares of stock or related rights were issued; provided, that the aggregate amount of such purchases or redemptions under this paragraph (c) shall not exceed in any fiscal year $5.0 million, plus (x) the amount of net proceeds contributed to the Borrower that were received by Holdings during such fiscal year from sales of Equity Interests of Holdings to directors, consultants, officers or employees of Holdings, the Borrower or any Subsidiary in connection with permitted employee compensation and incentive arrangements and (y) the amount of net proceeds of any key-man life insurance policies received during such fiscal year, which, if not used in any year, may be carried forward to any subsequent fiscal year; and provided, further, that cancellation of Indebtedness owing to the Borrower or any Subsidiary from members of management of Holdings, the Borrower or its Subsidiaries in connection with a repurchase of Equity Interests of Holdings will not be deemed to constitute a Restricted Payment for purposes of this Section 6.06; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value noncash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination exercise price of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)options; (e) the Borrower may declare make Restricted Payments to Holdings in an aggregate amount equal to $10 million; provided, that no Default or pay cash dividends to its stockholdersEvent of Default has occurred and is continuing or would result therefrom and, purchaseafter giving effect thereto, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and that the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available AmountCompliance; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06[Reserved.]; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness make Restricted Payments to allow Holdings to make payments in cash, in lieu of the Borrower issuance of fractional shares, upon the exercise of warrants or any upon the conversion or exchange of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionsuch person; (h) the Borrower may make cash payments solely Restricted Payments to Holdings so that Holdings may make Restricted Payments to its equity holders in lieu an amount equal to 4.0% per annum of fractional shares issuable as dividends on its the net proceeds received (before or after the Closing Date) by the Borrower from any public offering of Equity InterestsInterests of Holdings; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after to Holdings to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the Closing Date, so long as (i) no Event closing of Default shall exist or be continuing or would result therefrom such Investment and (iiB) after giving pro forma effect such parent shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the making of such Restricted PaymentBorrower or a Subsidiary or (2) the merger, consolidation or amalgamation (to the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as extent permitted in Section 6.05) of the most recently ended Calculation Periodperson formed or acquired into the Borrower or a Subsidiary in order to consummate such Permitted Business Acquisition or Investment, would not exceed 3.50 to 1.00in each case, in accordance with the requirements of Section 5.10; and (j) if in addition to the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parentforegoing Restricted Payments, the Borrower and its Subsidiaries may make Permitted Tax Distributions to additional Restricted Payments; provided that the Payment Conditions are satisfied at the time such parentRestricted Payment is made.

Restricted Payments. The Borrower shall notParent will not directly or indirectly, and shall cause each will not permit any Restricted Subsidiary not to, to directly or indirectly, declare or make any Restricted Paymentdividend payment or other distribution of Properties, cash, rights, obligations or securities on account of any shares of any class of Capital Stock of or any partnership or other interest in the Parent or any Subsidiary, or incur purchase, redeem, retire or otherwise acquire for value (or permit any obligation (contingent or otherwise) Subsidiary to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue class of new shares of its common stock or other common Equity Interests Capital Stock of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower Parent or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan Subsidiary or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cashCapital Stock, and partnership interests or other interests, now or hereafter issued, outstanding or created (all the Borrower and its Restricted Subsidiaries may make other foregoing being herein collectively referred to as "Restricted Payments, in each case so long as"); provided that: (ia) no Event the Parent and each Subsidiary may declare and make any dividend payment or other distribution payable in common stock of Default shall be continuing the Parent or would be caused therebyany Subsidiary to the extent that such dividends in stock are payable only with respect to stock of the same type or class, (b) the Parent and each Restricted Subsidiary (if such Preferred Stock is issued to the Parent) may pay or declare any dividend in respect of Preferred Stock of the Parent or such Restricted Subsidiary, (c) any Subsidiary may declare and make a dividend or other distribution to the Parent or any Restricted Subsidiary; provided that no Guarantor (as defined in the U.S. Revolving Credit Agreement) may declare and make a dividend or other distribution to any Non-Guaranteeing Restricted Subsidiary, (d) from and after the Closing Date the Parent may (i) repurchase shares of its common stock and (ii) after giving pro forma effect thereto the Borrower would be purchase, redeem or otherwise acquire shares of Capital Stock in compliance connection with the Financial Covenant, calculated on a Pro Forma Basis, as payment for the exercise of options granted to an employee or director pursuant to an employee or director stock option plan or withhold shares otherwise issuable upon the last day exercise of an option in connection with the payment of any federal or state taxes resulting from the exercise of any such most recently ended Calculation Period, andoption; provided that all such payments pursuant to this Section 10.3(d) may not exceed U.S. $30,000,000 in the aggregate, (iiie) from and after the Closing Date, the Parent may make payments not to exceed an aggregate amount of all such Restricted Payments pursuant U.S. $500,000 to this clause (e) does not exceed its shareholders required in connection with any stock split or stock dividend with respect to its common stock in order to avoid the sum issuance of (A) the greater fractional shares of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount;common stock, (f) the Borrower may pay cash dividends make payments to its stockholders within 60 days after Golden Moores Finance Company and Golden Moores Finance Company may acquire the date Capital Stock of its declaration if such dividend could have been paid on the date of its declaration Borrower in compliance with this Section 8.06;each case pursuant to the Subscription Agreement; and (g) the Borrower Parent or any Restricted Subsidiary may redeem or repurchase any Equity Interest or Indebtedness make capital contributions of, and deliver, Capital Stock of the Borrower Parent to any Restricted Subsidiary to effectuate an exchange for the Exchangeable Shares; further provided however that prior to and after giving effect to any such proposed dividend, distribution, purchase, redemption, retirement or any of its Subsidiaries (other than any Equity Interests acquisition for value, no Default or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing has occurred or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentexist.

Restricted Payments. The Borrower shall notDeclare or pay any dividend on, and shall cause each or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of Holdings or any Restricted Subsidiary not toSubsidiary, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings or any Restricted PaymentSubsidiary, or incur enter into any obligation derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (contingent a “Derivatives Counterparty”) obligating Holdings or otherwise) any Restricted Subsidiary to do somake payments to such Derivatives Counterparty as a result of any change in market value of any such Capital Stock (collectively, “Restricted Payments”), except that: (ai) each any Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)Loan Party; (bii) Restricted Payments in connection with the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the acquisition by Holdings of Holdings’ common stock or other equity interests relating to Holdings’ common Equity Interests stock from present or former officers, directors, consultants, agents or employees (or their estates, family members or former spouses) of Holdings or any Restricted Subsidiary upon the death, disability, retirement or termination of employment of the applicable officer, director, consultant, agent or employee or pursuant to any equity subscription agreement, stock option or equity incentive award agreement, shareholders’ or members’ agreement or similar agreement, plan or arrangement; provided that the aggregate amount of payments under this clause (b) in any fiscal year of Holdings shall not exceed the sum of (i) $11,250,000, plus (ii) any proceeds received by Holdings subsequent to the date hereof in connection with sales of any common stock or common stock options sold in connection with permitted employee compensation and incentive arrangements, plus (iii) any amounts received by Holdings in such Personfiscal year and (to the extent not used pursuant to this clause (b)) any prior fiscal years pursuant to key man life insurance policies plus (iv) any Restricted Payments permitted (but not made) pursuant to this clause (b) in the immediately prior fiscal year; provided, that cancellation of Indebtedness owing to Holdings or any Restricted Subsidiary by any member of management of Holdings or its Restricted Subsidiaries in connection with a repurchase of the Capital Stock of the Holdings or any parent company will not be deemed to constitute a Restricted Payment for purposes of this Section 7.6; (ciii) the Borrower and each Non-Guarantor Subsidiaries may make Restricted Subsidiary Payments to other Non-Guarantor Subsidiaries; (iv) Holdings may purchase, redeem or otherwise acquire purchase fractional shares of its common stock arising out of stock dividends, splits or other common Equity Interests combinations or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrowerbusiness combinations; (dv) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments to the extent made with the Available Amount; (vi) Restricted Payments to make payments provided for in the Management Agreement; (vii) Holdings may make Restricted Payments in an aggregate amount of payments under this clause (dg) do not to exceed the greater of (xi) $7,500,000 20,000,000 and (yii) 2.5010% of Consolidated Adjusted EBITDA EBITDA, as of the Borrower and its Restricted Subsidiaries for end of the Calculation Period then most recently ended Test Period for which financial statements have been delivered pursuant to Section 6.1 at the time of such Restricted Payment Payment, in any calendar fiscal year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of Holdings; provided that no such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: shall be permitted (i) no Event of Default shall be continuing or would be caused thereby, prior to January 1, 2014 and (ii) after giving pro forma effect thereto the Borrower would be unless Holdings is in compliance with the Financial Covenantcovenant set forth in Section 7.1(a), calculated determined on a Pro Forma Basis, pro forma basis as of the last day of such the most recently ended Calculation PeriodTest Period after giving effect to such Restricted Payment, andand determined for this purpose as though the required Consolidated Total Leverage Ratio level were 0.50:1.00 lower than the then applicable ratio level set forth in Section 7.1(a). (iiiviii) the Investments permitted by Section 7.8; (ix) provided that no Default or Event of Default is continuing or would result therefrom, Holdings may make Restricted Payments in an aggregate amount of all such Restricted Payments pursuant not to this clause (e) does not exceed the sum of (A) the greater of $20,000,000; (x) $50,000,000 and (y) 17.5% noncash repurchases of Consolidated Adjusted EBITDA Capital Stock deemed to occur upon exercise of stock options or similar equity incentive awards if such Capital Stock represents a portion of the Borrower exercise price of such options or similar equity incentive awards; (xi) to the extent constituting Restricted Payments, Holdings and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time may enter into and consummate transactions expressly permitted by any provision of such Restricted Payment Sections 7.4, 7.5, 7.8 and (B) the Available Amount7.10; (fxii) the Borrower any non-wholly owned Restricted Subsidiary of Holdings may declare and pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, equity holders generally so long as Holdings or its respective Subsidiary which owns the equity interests in the Restricted Subsidiary paying such dividend receives at least its proportional share thereof (ibased upon its relative holding of the equity interests in the Restricted Subsidiary paying such dividends and taking into account the relative preferences, if any, of the various classes of equity interest of such Restricted Subsidiary); and (xiii) at any time after a Qualified IPO, provided that no Default or Event of Default shall exist or be is continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated Ratio shall not exceed 2.00:1.00 on a Pro Forma Basis pro forma basis as of the end of the most recently ended Calculation PeriodTest Period for which financial statements have been delivered pursuant to Section 6.1, would not exceed 3.50 both immediately prior to 1.00and immediately after giving effect to such Restricted Payment, Holdings may make unlimited Restricted Payments.; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, and shall cause each Restricted Subsidiary not toor make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and or any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)Guarantor; (b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and each Restricted Subsidiary IASG may declare and make dividend payments or other distributions payable solely in the pay dividends to Holdings to permit Holdings to (i) purchase Holdings’ common stock or other common Equity Interests stock options from present or former officers, directors, consultants or employees of any Group Member (or the respective estates, spouses or family members) upon the death, disability or termination of employment of such officer or employee to repay Indebtedness previously issued to such Person;, provided, that the aggregate amount of cash payments under this clause (i) after the date hereof (net of any proceeds received by Holdings and contributed to the Borrower and IASG after the date hereof in connection with (a) resales of any common stock or common stock options so purchased or (b) equity issuances by Holdings (to the extent not required to be otherwise applied pursuant to Section 4.2(a)) shall not exceed $2,000,000 in any calendar year or $5,000,000 in the aggregate and (ii) pay fees expressly permitted by Section 8.10(e); and (c) the Borrower and each Restricted Subsidiary IASG may purchasepay dividends to Holdings to permit Holdings to (i) pay corporate overhead expenses incurred in the ordinary course of business, redeem (ii) pay any taxes that are due and payable by Holdings as the parent of a consolidated or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Paymentcombined group that includes the Borrower and IASG, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment an amount not to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater lesser of (x) $7,500,000 the relevant amount of any taxes (including any penalties and interest) that the Borrower and IASG would owe if the Borrower or IASG, respectively, were filing a separate tax return (or a separate consolidated or combined return with their respective Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers or carrybacks of tax attributes (such as operating losses) of the Borrower and IASG and such Subsidiaries from other taxable years and (y) 2.50% the net amount of Consolidated Adjusted EBITDA the relevant tax that Holdings actually owes to the appropriate taxing authority; provided that any such payment in respect of taxes received by Holdings shall be paid over to the appropriate taxing authority within 30 days of Holdings’ receipt of such payments or shall be refunded to the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma BasisIASG, as of the last day of such most recently ended Calculation Periodapplicable, and (iii) the aggregate amount of all such Restricted Payments pay expense reimbursements pursuant to this clause (e) does not exceed the sum of (A) Management Agreement substantially in the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then form most recently ended at delivered to the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends Administrative Agent prior to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, and without further modification thereto as to amounts payable thereunder, and (iv) so long as no Default or Event of Default has occurred and is continuing, pay amounts due and owing on preferred equity of Holdings issued to refinance the Senior Subordinated Notes provided that the coupon on such preferred equity shall be no higher than the rate of interest on the Senior Subordinated Notes. (s) Section 8.7 of the Credit Agreement is hereby amended to (i) no Event of Default shall exist or be continuing or would result therefrom replace the words “$12,500,000 for the 2006 fiscal year” in clause (a)(i)(A) thereof with the words “$15,000,000 for the 2007 fiscal year” and (ii) after giving pro forma effect to replace clause (b) thereof with the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.following:

Restricted Payments. The Declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of Holdings, the Borrower shall notor any Subsidiary, and shall cause each Restricted Subsidiary not towhether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) each Restricted (i) any Subsidiary may make Restricted Payments to the Borrower and or any Wholly Owned Subsidiary Guarantor, (ii) any Subsidiary of the Borrower that is not a Subsidiary Guarantor may make Restricted Payments to Wholly-Owned Restricted Subsidiaries (and, in the case any other Subsidiary of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and (iii) if such Subsidiary is not a Wholly Owned Subsidiary, any Subsidiary may make Restricted Subsidiary and Payments to each other owner holder of capital stock or other its Equity Interests other than the Borrower or any of its Subsidiaries so long as such Restricted Subsidiary Payment is made on a pro rata basis based on their relative ownership interests)to the holders of the applicable class of Equity Interests; (b) the Borrower and each Restricted Subsidiary may declare and make dividend distributions (directly or indirectly) to any Qualified Parent Company or any Affiliate of the Borrower for the purpose of enabling such Person to make interest payments or in respect of its Qualified Indebtedness (other distributions payable solely in than interest that becomes due as a result of the common stock or other common Equity Interests acceleration of the maturity of such PersonIndebtedness after an event of default or similar event), provided that (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) no DHC Default shall have occurred and be continuing or would result therefrom (unless the use of proceeds of such distribution cures all such DHC Defaults) and (iii) each such distribution shall be made no earlier than 30 days prior to the date the relevant interest payment is due; (c) the Borrower and each Restricted Subsidiary may purchasemake distributions to any Qualified Parent Company to be used to repay, redeem repurchase, redeem, cancel or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire retire (collectively, “Debt Repayment”) any such shares Person's Indebtedness for borrowed money; provided that (i) no Default or make any other Restricted PaymentEvent of Default shall have occurred and be continuing or would result therefrom, in each case(ii) no DHC Default shall have occurred and be continuing or would result therefrom (unless the use of proceeds of such distribution cures all such DHC Defaults), with (iii) Available Liquidity shall, after giving pro forma effect to such distribution, be at least $250,000,000 and (iv) such distribution shall be made no earlier than 60 days prior to the proceeds received by date the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrowerrelevant Debt Repayment is made; (d) (i) in respect of any calendar year or portion thereof during which the Borrower is a Restricted Payment Flow-Through Entity, so long as no Default or Event of Default has occurred and is continuing or would result therefrom, and without duplication of Section 7.7(k), the Borrower may make distributions (directly or indirectly) to pay for the repurchase, retirement direct or other acquisition or retirement for value indirect holders of the Equity Interests of the Borrower held that are not Flow-Through Entities, in an amount sufficient to permit each such holder to pay the actual income taxes (including required estimated tax installments) that are required to be paid by it with respect to the combined taxable income of the Qualified Parent Companies, the Borrower and its Subsidiaries in any futurecalendar year, present as estimated by the Borrower in good faith and (ii) in respect of any calendar year or former employee, director or consultant of portion thereof where subclause (i) does not apply but during which the Borrower or any of its Restricted Subsidiaries either is a member of a consolidated, unitary, combined or similar income tax group of which CCI (or any direct or indirect Subsidiary of CCI that is a parent company of the Borrower) is the common parent, without duplication of Section 7.7(k), the Borrower may make distributions (directly or indirectly) to the common parent, the proceeds of which will be used to pay the portion of the consolidated, unitary, combined or similar U.S. federal, state and local and non-U.S. income taxes attributable to the income of the Borrower and/or its Subsidiaries (as applicable) in an amount not to exceed the income tax liabilities that would have been payable by the Borrower and/or its Subsidiaries (as applicable) on a stand-alone basis, reduced by any such income taxes paid or to be paid directly by the Borrower and/or its Subsidiaries directly; (e) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make distributions to any of its Affiliates for purposes other than Debt Repayment; provided that the aggregate of all distributions made under this Section 7.6(e) shall not exceed $100,000,000 during the term of this Agreement; (f) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make distributions to any Qualified Parent Company or direct payments to be used to repurchase, redeem or otherwise acquire or retire for value any Equity Interests of any Qualified Parent Company held by any member of management of Holdings or any other Qualified Parent Company, the Borrower or any of its Subsidiaries pursuant to any management equity plan or subscription agreement, stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employeesimilar agreement or arrangement, director or consultant’s employment, directorship or consultancy; provided, however, provided that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does distributions shall not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA 25,000,000 in any fiscal year of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06Borrower; (g) the Borrower may redeem make distributions to any Qualified Parent Company to permit such Qualified Parent Company to pay (i) attorneys' fees, investment banking fees, accountants' fees, underwriting discounts and commissions and other customary fees and expenses (including any commitment and other fees payable in connection with credit facilities) actually incurred in connection with any issuance, sale or repurchase any incurrence by such Qualified Parent Company of Equity Interest Interests or Indebtedness or, any exchange of securities or a tender for outstanding debt securities or any actual or proposed Investment, (ii) the costs and expenses of any offer to exchange privately placed securities in respect of the foregoing for publicly registered securities or any similar concept -77- having a comparable purpose, or (iii) other administrative expenses (including legal, accounting, other professional fees and costs, printing and other such fees and expenses) incurred in the ordinary course of business, in an aggregate amount in the case of this clause (iii) not to exceed $5,000,000 in any fiscal year or (iv) all or a portion of the consideration payable for any Investment that would have been permitted to be made by the Borrower pursuant to Section 7.7; provided that (x) the assets or Equity Interests acquired in such Investment (to the extent of amounts distributed by the Borrower to enable such Qualified Parent Company to make such Investment) are promptly contributed to the capital of the Borrower or any a Subsidiary and (y) such Investment shall be deemed for purposes of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned Section 7.7 to be an Investment by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may make cash payments solely Restricted Payments in lieu the amount of fractional shares issuable as dividends on its Equity Interests;any payment or amount received, directly or indirectly, by it from any Non-Recourse Subsidiary concurrently with the receipt of such payment or amount; and (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as Payments; provided that (i) no Default or Event of Default shall exist or be has occurred and is continuing or would result therefrom and (ii) the Consolidated Leverage Ratio determined as of the last day of the most recently ended Test Period for which financial statements were required to have been delivered pursuant to Section 6.01(a) or (b), as applicable, after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 is less than or equal to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent3.50:1.00.

Restricted Payments. The Neither Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, (i) declare or make any dividend payment or other distribution of assets, properties, cash, rights, obligations or securities on account of any shares of any class of the capital stock of US Borrower or any Subsidiary (other than to US Borrower or any Subsidiary) or (ii) purchase, redeem or otherwise acquire for value, or permit any Subsidiary to purchase or otherwise acquire for value, any shares of US Borrower's or any Subsidiary's capital stock or any warrants, rights or options to acquire such shares, now or hereafter outstanding owned by any Person other than US Borrower or any Wholly-Owned Subsidiary of US Borrower which is a Loan Party (any such prohibited transaction, a "Restricted Payment, or incur any obligation (contingent or otherwise) to do so"), except that: (a) each Restricted Subsidiary may make Restricted Payments to the US Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and or any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the its common stock or other common Equity Interests of such Personstock; (cb) the US Borrower and each Restricted or any Subsidiary may purchase, redeem redeem, defease or otherwise acquire or retire for value shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares with shares of its common stock; (c) any Subsidiary may pay dividends and distributions or make any other Restricted Paymentpurchase, in each caseredeem, with the proceeds received by the Borrower from the substantially concurrent issue of new defease or otherwise acquire or retire for value shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights warrants or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as:as any such payments pursuant thereto by any non-Wholly-Owned Subsidiary of US Borrower are made on a pro rata basis to such Subsidiary's shareholders generally or are paid solely to a Loan Party; (d) US Borrower may pay cash loans, advances, dividends or distributions to Holding to permit Holding or MT Investors to purchase capital stock (or options or other rights in respect thereof) of Holding or MT Investors held by former employees of Holding or any of its Subsidiaries following termination of their employment or pursuant to repurchase provisions under employee stock option agreements or employee stock purchase agreements; provided, however, that (i) no Event of Default or Unmatured Event of Default shall be continuing then exist or would be caused thereby, arise therefrom and (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause dividends shall not exceed U.S. $2.0 million in any fiscal year and U.S. $5.0 million in the aggregate since the Closing Date; (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the US Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; Holding to enable Holding or MT Investors to pay operating expenses (gincluding fees and indemnification payments to directors and officers) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonableordinary course of business; provided, good faith judgment of the Board of Directors of the Borrowerhowever, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as that (i) no Event of Default or Unmatured Event of Default under Section 9.1(a) shall then exist or be continuing or would result arise therefrom and (ii) after giving pro forma effect to the making aggregate amount of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would dividends shall not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.U.S. $

Restricted Payments. The Borrower shall will not, and shall cause each Restricted Subsidiary will not permit any of its Subsidiaries to, declare or make, or agree to pay or make, directly or indirectly, declare or make any Restricted Payment, return any capital to its stockholders or incur make any obligation (contingent or otherwise) distribution of its Property to do soits Equity Interest holders, except that: (ai) each the Borrower may declare and pay dividends with respect to its Equity Interests payable solely in additional shares of its Equity Interests (other than Disqualified Capital Stock), (ii) Subsidiaries may declare and pay dividends or any other distributions to the Borrower or any Guarantor with respect to their Equity Interests, (iii) Restricted Subsidiary Payments in connection with stock option plans or other benefit plans for management or employees of the Borrower and its Subsidiaries, (iv) the Borrower may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, connection with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director its directors’ or consultantemployees’ option agreements or restricted stock agreements under any of Borrower’s employment, directorship or consultancy; incentive stock plans provided, however, that the aggregate Restricted Payments made under this clause (d) amounts paid in respect thereof do not exceed the greater of (x) $7,500,000 5.0 million, and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (ev) the Borrower may (a) declare or and pay cash in respect of preferred Equity Interests (which are not Disqualified Capital Stock) regularly scheduled dividends to its stockholdersin additional Equity Interests (which are not Disqualified Capital Stock) as and when the same accrue and are payable at the stated dividend rate, purchase, redeem or otherwise acquire shares (b) issue Equity Interests (which are not Disqualified Capital Stock) in connection with a conversion of its capital stock or warrants, rights or options to acquire any such shares for cashpreferred Equity Interests into other Equity Interests, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (ic) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its in connection with any such conversion of preferred Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.

Restricted Payments. The Borrower Parent shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower Parent and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower Parent and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower Parent and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower Parent and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower Parent from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the BorrowerParent; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower Parent held by any future, present or former employee, director or consultant of the Borrower Parent or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment 5,000,000 in any calendar year (less the aggregate amount of Restricted Payments made on or after January 1, 2020 and prior to the Closing Date under Section 8.06(d) of the Existing Credit Agreement) (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment 10,000,000 in any calendar year); (e) the Borrower Parent may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower Parent and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) other than with respect to any Restricted Payments made in reliance on clause (e)(iv)(A) below, after giving pro forma effect thereto to the Borrower making of such Restricted Payment, the Consolidated Secured Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.25 to 1.00, (iii) after giving pro forma effect thereto, (x) if the most recently ended Calculation Period is prior to December 31, 2021, the Consolidated Secured Leverage Ratio, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period would not exceed 4.50:1.00 or (y) if the most recently ended Calculation Period is on or after December 31, 2021, the Parent would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iiiiv) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) $30,000,000 (less the greater aggregate amount of (xRestricted Payments made prior to the Closing Date under Section 8.06(e) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment Existing Credit Agreement) and (B) the Available Amount; (f) the Borrower Parent may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower Parent may redeem or repurchase any Equity Interest or Indebtedness of the Borrower Parent or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower Parent or any Affiliate of the BorrowerParent); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the BorrowerParent, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower Parent and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower Parent or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower Parent may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) [reserved]; and (j) the Borrower Parent and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, and shall cause each Restricted Subsidiary not toor make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings, the Borrower or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and or any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)Guarantor; (b) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and each Restricted Subsidiary IASG may declare and make dividend payments or other distributions payable solely in the pay dividends to Holdings to permit Holdings to (i) purchase Holdings’ common stock or other common Equity Interests stock options from present or former officers, directors, consultants or employees of any Group Member (or the respective estates, spouses or family members) upon the death, disability or termination of employment of such officer or employee to repay Indebtedness previously issued to such Person;, provided that the aggregate amount of cash payments under this clause (i) after the date hereof (net of any proceeds received by Holdings and contributed to the Borrower and IASG after the date hereof in connection with (a) resales of any common stock or common stock options so purchased or (b) equity issuances by Holdings (to the extent not required to be otherwise applied pursuant to Section 4.2(a)) shall not exceed $2,000,000 in any calendar year or $5,000,000 in the aggregate after the Closing Date and (ii) pay fees expressly permitted by Section 8.10(e); and (c) the Borrower and each Restricted Subsidiary IASG may purchasepay dividends to Holdings to permit Holdings to (i) pay corporate overhead expenses incurred in the ordinary course of business, redeem (ii) pay any taxes that are due and payable by Holdings as the parent of a consolidated or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, combined group that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of includes the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted PaymentsIASG, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate an amount of all such Restricted Payments pursuant not to this clause (e) does not exceed the sum lesser of (A) the greater relevant amount of any taxes (xincluding any penalties and interest) $50,000,000 that the Borrower and IASG would owe if the Borrower or IASG, respectively, were filing a separate tax return (yor a separate consolidated or combined return with their respective Subsidiaries that are members of the consolidated or combined group), taking into account any carryovers or carrybacks of tax attributes (such as operating losses) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted IASG and such Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment from other taxable years and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness net amount of the Borrower or relevant tax that Holdings actually owes to the appropriate taxing authority; provided that any such payment in respect of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned taxes received by Holdings shall be paid over to the Borrower or any Affiliate appropriate taxing authority within 30 days of the Borrower); (i) if the holder or beneficial owner Holdings’ receipt of such Equity Interests payments or Indebtedness is required shall be refunded to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted SubsidiariesIASG, taken as a wholeapplicable, or would restrict and (iii) pay expense reimbursements pursuant to the ability of Management Agreement substantially in the Borrower or any of its Restricted Subsidiaries form most recently delivered to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after Administrative Agent prior to the Closing Date, so long and without further modification thereto as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentamounts payable thereunder.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock, and shall cause each Restricted Subsidiary not topartnership interests or membership interests of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of any Group Member (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) each Restricted any Subsidiary may make Restricted Payments to the Borrower Parent Borrower, any Subsidiary Guarantor and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests Capital Stock of such Subsidiary, which Restricted Subsidiary on a pro rata basis based on their relative ownership interests)Payments shall either be paid ratably to the owners entitled thereto or otherwise in accordance with any preferences or priorities among the owners applicable thereto; (b) the Parent Borrower and each Restricted any Subsidiary may declare and make dividend payments or other distributions payable solely repurchase Capital Stock in the common Parent Borrower or any such Subsidiary deemed to occur upon exercise of stock options or other common Equity Interests warrants if such Capital Stock represents a portion of the exercise price of such Personoptions or warrants; (c) the Parent Borrower and any Subsidiary may make Restricted Payments to acquire the Capital Stock held by any other shareholder, member or partner in a Subsidiary that is not wholly-owned directly or indirectly by the Parent Borrower to the extent constituting an Investment permitted by Section 7.7; (d) so long as no Default or Event of Default shall have occurred and be continuing, the Parent Borrower may purchase (and make distributions to permit the REIT Entity to purchase) its common stock, partnership interests or membership interests, as applicable, or options with respect thereto from present or former officers or employees of any Group Member upon the death, disability or termination of employment of such officer or employee; provided, that the aggregate amount of payments under this clause (d) after the date hereof (net of any proceeds received by the Parent Borrower after the date hereof in connection with resales of any such Capital Stock or Capital Stock options so purchased) shall not exceed $10,000,000; (i) so long as no Event of Default under Section 8(a) or (f) shall have occurred and be continuing or would result therefrom, the Parent Borrower shall be permitted to declare and pay dividends and distributions on its Capital Stock or make distributions with respect thereto in an amount not to exceed the greater of (x) such amount as is necessary for the REIT Entity to maintain its status as a REIT under the Code and (y) such amount as is necessary for the REIT Entity to avoid income tax and, so long as no Default shall have occurred and be continuing or shall result therefrom, excise tax under the Code and (ii) the Parent Borrower shall be permitted to declare and pay an additional amount of dividends and distributions on its Capital Stock or make distributions with respect thereto so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) after giving pro forma effect to any such dividend or distribution, the Parent Borrower shall be in compliance with Section 7.1; (f) the Parent Borrower may make Restricted Payments constituting purchases or redemptions by the Parent Borrower of shares of its Capital Stock (and the Parent Borrower may make such cash distributions as may be required to enable the REIT Entity to purchase or redeem shares of Capital Stock), but only to the extent that immediately after giving effect to each such Restricted Payment (i) no Default or Event of Default is then continuing or shall occur and (ii) the Parent Borrower shall be in compliance with the financial covenants set forth in Section 7.1 on a pro forma basis; (g) the Parent Borrower and each Restricted Subsidiary thereof, in addition to distributions permitted by Section 7.6(f), may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, Capital Stock issued by it with the proceeds received by the Borrower from the substantially concurrent issue issuance of new shares of its common stock or other common Equity Interests of Capital Stock within ninety (90) days (or by such later date as the Borrower; (dAdministrative Agent may agree in its sole discretion) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdictionissuance; (h) the Parent Borrower, or any other Subsidiary of the REIT Entity in a so-called “DownREIT transaction”, may redeem for cash limited partnership interests or membership interests in the Parent Borrower may make cash payments solely or such Subsidiary, respectively, pursuant to customary redemption rights granted to the applicable limited partner or member, but only to the extent that, in lieu the good faith determination of fractional the REIT Entity, issuing shares issuable of the REIT Entity in redemption of such partnership or membership interests reasonably could be considered to impair its ability to maintain its status as dividends on its Equity Interests;a REIT; and (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such extent constituting a Restricted Payment, payments by the Consolidated Total Leverage RatioParent Borrower to the REIT Entity to the extent required to fund administrative and operating expenses of the REIT Entity, calculated on including, without limitation, to fund liabilities of the REIT Entity that would not result in a Pro Forma Basis as default under Section 8(l), to the extent attributable to any activity of or with respect to the REIT Entity that is not otherwise prohibited by this Agreement; provided that, notwithstanding the foregoing, in no event shall the Parent Borrower make any Restricted Payments during the period from and after the Initial Revolving Termination Date upon the exercise by the Parent Borrower of any Extension Option (other than Restricted Payments permitted pursuant to clauses (b), (c), (d) and (e) above; provided that the amount of any dividend and distribution permitted pursuant to clause (e)(ii) above shall not exceed the amount of the most recently ended Calculation Period, would not exceed 3.50 recent ordinary dividend that was distributed with respect to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent Capital Stock of the Parent Borrower is the common parent, the Borrower may make Permitted Tax Distributions pursuant to such parentclause (e)(ii) prior to the Initial Revolving Termination Date).

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not toDeclare or make, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to Subsidiaries of the Borrower may pay dividends and make distributions in respect of their Capital Stock ratably to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)equity holders; (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity interests of such Personthe Borrower; (c) repurchases of Capital Stock in the Borrower and each or any Restricted Subsidiary of the Borrower deemed to occur upon exercise of stock options or warrants or the settlement or vesting of other equity-based awards if such Capital Stock represents a portion of the exercise price of, or tax withholdings with respect to, such options, warrants or other equity-based awards; (d) the Borrower may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests equity interests to the extent such proceeds have not been applied as a utilization of the BorrowerCumulative Equity Credit; (de) a the Borrower and each Restricted Payment to Subsidiary may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests Capital Stock or settlement of equity-based awards of such Restricted Subsidiary (or of the Borrower Borrower) held by any future, present or former employee, director officer, director, manager, consultant or consultant independent contractor (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributes of any of the Borrower foregoing) of such Restricted Subsidiary (or the Borrower) or any of its Restricted Subsidiaries either Subsidiaries, in each case, upon the death, disability, retirement or termination of employment or services, as applicable, of any such Person or pursuant to any management equity plan or plan, stock option plan or any other management benefit or employee benefit incentive plan or any agreement (including any stock subscription agreement, shareholder agreement or upon the termination stockholders’ agreement) with any employee, director, officer, manager, consultant or independent contractor of such employee, director Restricted Subsidiary (or consultant’s employment, directorship the Borrower) or consultancyany of its Restricted Subsidiaries; provided, however, provided that the aggregate amount of Restricted Payments made under pursuant to this clause (de) do shall not exceed the greater of (x) $7,500,000 8,375,000 and (y) 2.500.75% of Consolidated Adjusted EBITDA Total Assets determined as of the Borrower and its Restricted Subsidiaries for last day of the Calculation Period then most recently ended at the time of such Restricted Payment immediately preceding fiscal year in any calendar year (with 100% of the unused amounts in any calendar year being carried over to the next two succeeding calendar years subject to a maximum years); provided, further, that the foregoing amount shall be increased by the Net Cash Proceeds of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of key man life insurance policies received by the Borrower and or its Restricted Subsidiaries for less the Calculation Period then most recently ended at amount of Restricted Payments previously made with the time cash proceeds of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amountkey man life insurance policies; (f) the Borrower or any of the Restricted Subsidiaries may pay cash dividends to its stockholders within 60 days after the date in lieu of its declaration if such dividend could have been paid on the date of its declaration fractional Capital Stock in compliance connection with this Section 8.06any dividend, split or combination thereof or any Acquisition; (g) so long as no Event of Default shall have occurred and be continuing at the time, Restricted Payments in an aggregate amount per annum not to exceed an amount equal to 6% of the net proceeds received by (or contributed to) the Borrower may redeem or repurchase and its Restricted Subsidiaries from all Equity Offerings after the Closing Date; (h) so long as no Event of Default shall have occurred and be continuing at the time, Restricted Payments in an aggregate amount not to exceed, together with the aggregate amount of all prepayments of Junior Debt made pursuant to Section 8.12(a)(iii), at the time any such Restricted Payment is made, the sum of (x) the greater of (i) $25,250,000 and (ii) 2.25% of Total Assets and (y) the Cumulative Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower)Credit; (i) if Restricted Payments may be made by the holder or beneficial owner of Borrower so long as, at the time any such Equity Interests or Indebtedness Restricted Payment is required to qualify under made, the Gaming Laws and does not so qualifyPayment Conditions are satisfied; orand (iij) if necessary in to the reasonableextent constituting Restricted Payment, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in may enter into and consummate transactions expressly permitted by any gaming jurisdiction; provision of Section 8.04 and Section 8.09 (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentthan Section 8.09(d)).

Restricted Payments. The Borrower shall will not, and shall cause each will not permit NNC or any Restricted Subsidiary not to, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and declare or pay any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries distribution (other than any Equity Interests dividends or Indebtedness which is held distributions payable in Qualified Capital Stock) on or beneficially owned by the Borrower in respect of shares of NNC’s Capital Stock or any Affiliate of the Borrower); (i) if the holder or beneficial owner NNL’s Preferred Stock to holders of such Equity Interests Capital Stock or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstatedPreferred Stock, as the case may be, would have a material adverse effect on the business in their capacity as such; or (b) purchase, redeem or otherwise acquire or retire for value any Equity Interests of NNC or any Preferred Stock of NNL or any warrants, options or other rights to acquire such Preferred Stock or make any payments with respect to Synthetic Purchase Agreements, (each of the Borrower foregoing actions set forth in subsections (a) and its Restricted Subsidiaries, taken (b) being referred to as a whole"Restricted Payment”), or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests;other than: (i) the Borrower repurchase or other acquisition of Capital Stock of NNC or any warrants, rights or options to purchase or acquire shares of any such Capital Stock or securities convertible into Capital Stock of NNC, from or on behalf of current or former employees, directors, consultants, or contractors of NNC or any of its Subsidiaries (or permitted transferees of such current or former employees, directors, consultants, or contractors), pursuant to the terms of the agreements (including employment or severance agreements) or plans (or amendments thereto) under which such individuals purchase or sell, or are granted the option to purchase or sell, shares of such Capital Stock; (ii) the redemption by NNC of any rights to purchase shares of Common Stock of NNC outstanding from time to time under the amended and its Restricted Subsidiaries restated shareholder rights plan agreement between NNC and Computershare Trust Company of Canada, as rights agent, dated as of February 14, 2003, as the same may make other Restricted Payments after be further amended and restated from time to time, in accordance with the Closing Date, terms thereof; provided that such rights are redeemed for nominal consideration; (iii) payments to holders or former holders of Capital Stock of NNC or NNL pursuant to a statutory dissent right or appraisal remedy; (iv) payments to holders of Capital Stock (or to the holders of Funded Debt or Disqualified Capital Stock that is convertible into or exchangeable for Capital Stock upon such conversion or exchange) in lieu of the issuance of fractional shares; (v) payments to holders of Capital Stock of NNC under any stock purchase plan or similar employee or director benefit plan in settlement of fractional shares issued under such plan; (vi) so long as (i) no Event of Default shall exist or be has occurred and is continuing or would result therefrom on the date of declaration, the declaration and (ii) after giving pro forma effect payment by NNL of regularly scheduled cash dividends with respect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00Existing Preferred Stock; and (jvii) if any payment or distribution to holders or former holders of Capital Stock of NNC in connection with the Borrower becomes a member (settlement of, or becomes treated as a disregarded entity satisfaction of a member) of a consolidated income tax group of which a direct judgment resulting from, any shareholder litigation or indirect parent of the Borrower regulatory or enforcement proceeding (including, without limitation, any dividend on Preferred Stock issued in connection therewith); provided that Section 5.14 is the common parent, the Borrower may make Permitted Tax Distributions to such parentnot contravened thereby.

Restricted Payments. The No Borrower shall, nor shall not, and shall cause each Restricted Subsidiary not any Borrower permit any of its Subsidiaries to, directly or indirectly, indirectly declare or pay any dividends, purchase, redeem, retire, defease or otherwise acquire for value any of its Equity Interests now or hereafter outstanding, return any capital to its stockholders, partners or members (or the equivalent Persons thereof) as such, make any Restricted Paymentdistribution of assets, Equity Interests, obligations or incur any obligation securities to its stockholders, partners or members (contingent or otherwisethe equivalent Persons thereof) to do soas such, except that, so long as no Default or Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: (a) LS&Co may declare and pay dividends and distributions payable only in common stock (other than Disqualified Stock) of LS&Co; and (i) any Subsidiary of LS&Co may declare and pay cash dividends, other cash distributions and dividends and distributions payable in property or in common stock (other than Disqualified Stock) of such Subsidiary to LS&Co and (ii) cash dividends, other cash distributions and dividends and distributions payable in property or in common stock (other than Disqualified Stock) may be declared and paid by (A) any Guarantor to LSFCC or any other Guarantor of which such Guarantor is a Subsidiary, (B) any Limited Guarantor to LSFCC, any Guarantor or any other Limited Guarantor of which such Limited Guarantor is a Subsidiary, and (C) any Foreign Subsidiary to any Subsidiary of which such Foreign Subsidiary is a Subsidiary; PROVIDED in each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment that any dividends paid by a non-Subsidiary of LS&Co which is not a wholly-owned Restricted Subsidiary, Subsidiary are paid to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary all stockholders thereof on a pro rata basis based or on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely a basis that results in the common stock receipt by LS&Co or other common Equity Interests a Subsidiary that is the parent of such Person; (c) the Borrower and each Restricted that Subsidiary may purchase, redeem of dividends or otherwise acquire shares distributions of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for greater value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or than it would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated receive on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentrata basis.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not to, directly or indirectly, declare or make Make any Restricted Payment, Payment or incur apply or set apart any obligation (contingent of their assets therefor or otherwise) agree to do soany of the foregoing, except thatother than: (a) each (i) Restricted Payments made by any Subsidiary to the Borrower or any other Loan Party (and, if applicable, to other holders of its outstanding Equity Interests on a pro rata basis), (ii) any non-Guarantor Subsidiary that is a Domestic Subsidiary may make Restricted Payments to the Borrower and to Whollyany other non-Owned Restricted Subsidiaries Guarantor Subsidiary that is a Domestic Subsidiary (and, in the case if applicable, to other holders of its outstanding Equity Interests on a Restricted Payment by a ratable basis) and (ii) any non-whollyGuarantor Subsidiary that is a Foreign Subsidiary may make Restricted Payments to any other non-owned Restricted SubsidiaryGuarantor Subsidiary (and, if applicable, to the Borrower and any Restricted Subsidiary and to each other owner holders of capital stock or other its outstanding Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interestsratable basis); (b) distributions to former employees, officers, or directors of the Borrower and each Restricted Subsidiary may declare and make dividend payments (or other distributions payable solely in the common stock any spouses, ex-spouses, or other common Equity Interests estates of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (dforegoing) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value on account of redemptions of Equity Interests of the Borrower held by any futuresuch Persons, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments amount of such redemptions made under this clause by the Borrower does not exceed $2,000,000 in any fiscal year of the Borrower; (c) the Borrower may make distributions to former employees, officers, or directors of the Borrower (or any spouses, ex-spouses, or estates of any of the foregoing), solely in the form of forgiveness of Indebtedness of such Persons owing to the Borrower on account of repurchases of the Equity Interests of the Borrower held by such Persons; provided that such Indebtedness was incurred by such Persons solely to acquire Equity Interests of the Borrower; and (d) do not exceed so long as (i) no Default or Event of Default exists or will exist after giving effect thereto on the greater date thereof and on a Pro Forma Basis as if such Restricted Payment occurred on the last day of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA the most recently ended four-fiscal quarter period of the Borrower and its Restricted Subsidiaries for (ii) the Calculation Period then most recently ended at the time of Consolidated Leverage Ratio shall not exceed 3.50 to 1.00 on a Pro Form Basis after giving effect to such Restricted Payment and any Indebtedness incurred in any calendar year (with unused amounts connection therewith, other Restricted Payments made in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of cash by the Borrower and in respect of its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)Equity Interests; (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any may pay dividends in shares of its own Qualified Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower);Interests; and (if) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Default or Event of Default shall exist or be has occurred and is continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parenttherefrom, the Borrower may make additional Restricted Payments in an aggregate amount not to exceed $50,000,000 during the term of this Agreement. Any required payment with respect to, or required early unwind or settlement of, any Permitted Tax Distributions Bond Hedge Transaction or Permitted Warrant Transaction, in each case, in accordance with the terms of the agreement governing such Permitted Bond Hedge Transaction or Permitted Warrant Transaction shall not constitute a Restricted Payment; provided that, to such parent.the extent cash is required to be paid under a Permitted 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 Borrower (or its Affiliate) 143643579_6

Restricted Payments. The Borrower Credit Parties shall not, and the Credit Parties shall cause each Restricted Subsidiary not permit any of their Subsidiaries to, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that:, (a) each Restricted Subsidiary may declare or pay any dividend or make Restricted Payments any other cash payment or distribution on account of the Credit Parties or any of their Subsidiaries’ Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Credit Parties or any of their Subsidiaries) or to the direct or indirect holders of the Credit Parties or any of their Subsidiaries’ Equity Interests in their capacity as such, other than (i) dividends or distributions by a Subsidiary of the Borrower to any other Subsidiary and (ii) dividends or distributions by a Subsidiary of the Borrower to Borrower to permit Borrower to pay (x) actual, reasonable, out-of-pocket operating, overhead and administrative expenses (including reasonable out-of-pocket expenses for legal, administrative and accounting services provided by third parties, and compensation, benefits and other amounts payable to officers and employees in connection with their employment in the ordinary course of business and to Wholly-Owned Restricted Subsidiaries (and, board of director observers) payable in the case ordinary course of a Restricted Payment by a non-wholly-owned Restricted Subsidiarybusiness, to and (y) amounts due under the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)Notes; (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Paymentretire for value (including, without limitation, in each case, connection with the proceeds received by any merger or consolidation involving the Borrower from or the substantially concurrent issue of new shares of its common stock or other common Guarantor) any Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower Credit Parties or any of its Restricted their Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Credit Parties or any of their Subsidiaries), other than repurchases of Equity Interests by the Borrower pursuant to the terms of employee stock purchase plans, employee restricted stock agreements or similar arrangements in an aggregate amount not to exceed $1,000,000 in any Fiscal Year; (c) make any payment (including by setoff) on or with respect to, accelerate the maturity of, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness of the Credit Parties or any of their Subsidiaries or set aside or escrow any funds for any such purpose, except for (i) payments of principal, interest and other amounts under the Notes; (ii) except as set forth below or in Schedule 8.7, payments of principal, interest and other amounts on account of Permitted Indebtedness; and (iii) escrows required in the ordinary course of business with: (A) customers as part of the procurement or retention of their business; and (B) suppliers as part of the customary extensions of credit for the procurement of goods and services; and (d) pay any management, consulting or similar fees (except, for the avoidance of doubt, payment of salaries of employees in the ordinary course of business and bonuses to the extent permitted hereunder) to any Affiliate of any Credit Party or to any officer, director or employee of any Credit Party or any Affiliate of any Credit Party, except as set forth on Schedule 8.7; provided, however: (i) that such management fees (other than those permitted in the parenthetical above) shall not be paid (A) unless EBITDA, calculated after giving effect to the payment of such management fees (but without adding such management fees back to Net Income in such computation) on a pro forma basis for the most recent month for which financial statements shall have been delivered to the Lender in accordance with Section 8.2(a) shall be greater than $0 or (B) during any period while an Event of Default has occurred and is continuing or would arise as a result of such payment and (ii) payment of directors’ fees incurred in connection with attending board of director meetings and board committee meetings, not to exceed in the common parent, aggregate $1,000,000 in any Fiscal Year of the Borrower may make Permitted Tax Distributions to such parentbe paid.

Restricted Payments. The Borrower Each of the Loan Parties shall not, and shall cause each Restricted Subsidiary not permit any of its Material Subsidiaries to, directly make or indirectlypay, declare or agree to become or remain liable to make or pay, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except thatexcept: (a) each Restricted Subsidiary may make Restricted Payments (subject to the Intercompany Subordination Agreement) payable to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in or a Subsidiary of the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, Borrower or payable ratably to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests holders of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)Subsidiary’s Equity Interests; (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions dividends payable solely in the common stock or other common shares of any class of Equity Interests (or of common stock) to the holders of such Personclass of Equity Interests; (c) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its purchase the Borrower’s common stock or other common Equity Interests stock equity awards from present or warrants former officers, directors or options to acquire any such shares employees (or make any other Restricted Paymenttheir respective spouses, in each casesuccessors, with the proceeds received by executors, estates, administrators or heirs) of the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests any Subsidiary of the BorrowerBorrower upon the death, disability, retirement or termination of employment of such officer, director or employee; (d) a Restricted Payment Payments with respect to pay for the repurchase(i) employee or directors stock options, retirement stock incentive plans or other acquisition or retirement for value of Equity Interests restricted stock plans of the Borrower held which are compensatory in nature and approved by any future, present or former employee, director or consultant the compensation committee of the Borrower’s board of directors and (ii) the purchase from time to time by the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or common stock option plan or any other management or employee benefit plan or agreement or upon (for not more than market price) with the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA proceeds of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in exercise by grantees under any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)equity-based incentive plan; (e) the Borrower may declare or pay cash dividends Restricted Payments with respect to its stockholdersEquity Interests in exchange for, purchaseor out of the net cash proceeds of, redeem a substantially concurrent sale of, such Equity Interests; (f) any Restricted Payment deemed to occur upon the exercise of any options or otherwise acquire warrants to the extent that such Restricted Payment represents all or a portion of the exercise price; (g) Restricted Payments to minority shareholders of any Person that is acquired pursuant to a Permitted Acquisition or similar Investment permitted by Section 8.2.4 [Loans, Guaranties and Investments] pursuant to appraisal or dissenters’ rights or applicable Law with respect to shares of its capital stock or warrantssuch Person held by such shareholders; (h) Restricted Payments made by the Borrower, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as, on the date on which each such Restricted Payment is made: (i) no Event of Default shall be continuing or Potential Default then exists or would be caused therebyexist after giving pro forma effect to such Restricted Payment, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day amount of such most recently ended Calculation PeriodRestricted Payment, and (iii) when added to the aggregate amount of all such other Restricted Payments theretofore made by the Borrower pursuant to this clause (eh) during the fiscal year in which such Restricted Payment is made, does not exceed the sum of an amount equal to (A) the greater lesser of (x) $50,000,000 60,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries Borrower’s consolidated net income for the Calculation Period then most recently ended at the time of such Restricted Payment and fiscal year, plus (B) the Available Amount; fifty percent (f50%) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate portion of the Borrower);’s consolidated net income for such fiscal year that exceeds $60,000,000, (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (iiiii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Net Secured Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would Ratio is not exceed 3.50 less than 2.00 to 1.00; , and (jiv) after giving pro forma effect to such Restricted Payment, Liquidity is not less than $150,000,000. The Borrower and its Subsidiaries shall not amend, or enter into a Permitted Refinancing of, the 2022 Notes or the 0000 Xxxxxxxxx or any agreement evidencing or governing its other unsecured Indebtedness outstanding on the Closing Date if the Borrower becomes a member (or becomes treated as a disregarded entity effect of a member) of a consolidated income tax group of such amendment is to change, to earlier date, any date upon which a direct payment of principal is due thereon or indirect parent amend any provision thereof if the effect of such amendment is to require any such principal to be redeemed, prepaid or defeased, or permit the maturity of such principal to be accelerated, on an earlier date or by reason of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentoccurrence or existence of any event or condition not theretofore specified.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) or other distribution on, and shall cause each Restricted Subsidiary not toor make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Equity Interests of any Group Member, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash, securities or make property or in obligations of any Borrower or any Subsidiary Guarantor (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) each any Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries owner of its Equity Interests (and, in the case of a Restricted Payment by a non-wholly-wholly owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner owners of capital stock or other the Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests);; and (b) the Borrower Borrowers and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Company may purchase, redeem or otherwise acquire shares of its Equity Interests with proceeds received from the substantially concurrent issue of new shares of its common Equity Interests, including without limitation cashless withholdings or receipt of Equity Interests of the Company to pay Taxes incurred upon the vesting of restricted Equity Interests of the Company; (d) each Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancyinterests; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year);and (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: as the Required Conditions at the time such Restricted Payment is made (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving determined on a pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, basis as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all if such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay or dividends were paid in cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem declared or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrowermade, as evidenced by a board resolutionapplicable) are satisfied, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower Borrowers may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its any Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentPayments.

Restricted Payments. (a) The Borrower shall not, and shall cause each not permit any of its Restricted Subsidiary not Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any distribution (including any payment in connection with any merger or consolidation derived from assets of or involving the Borrower or any Restricted Payment, Subsidiary) on or incur any obligation with respect to its Capital Stock or to the holders thereof (contingent or otherwisein their capacity as such) to do so, except that:other than (a1) each Restricted Subsidiary may make Restricted Payments to dividends or distributions by the Borrower and payable solely in shares of its Capital Stock (other than Redeemable Stock) or in options, warrants or other rights to Wholly-Owned Restricted Subsidiaries acquire shares of such Capital Stock (other than Redeemable Stock); and, (2) in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, dividends or distributions payable to the Borrower and or a Restricted Subsidiary or pro rata dividends or distributions on Capital Stock of Restricted Subsidiaries to all holders of such class of Capital Stock; (ii) purchase, redeem, retire or otherwise acquire for value (including any payment in connection with any merger or consolidation derived from assets of or involving the Borrower or any Restricted Subsidiary) any shares of Capital Stock (including options, warrants or other rights to acquire such shares of Capital Stock or any securities convertible or exchangeable into shares of Capital Stock) of the Borrower or any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (diii) a Restricted Payment to pay for the make any principal payment, or redemption, purchase, repurchase, retirement defeasance, or other acquisition or retirement for value prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment of Equity Interests Subordinated Indebtedness of the Borrower; or (iv) make any Investment, other than a Permitted Investment, in any Person (such payments or any other actions described in Clause 14.8(a)(i) through 14.8(a)(iv) hereof being collectively “Restricted Payments”) if, at the time of, and after giving effect to, the proposed Restricted Payment (1) a Default or Event of Default shall have occurred and be continuing or would result from such Restricted Payment, (2) the Borrower could not Incur at least $1.00 of Indebtedness pursuant to Clause 14.7(a) (Incurrence of Indebtedness), or (3) the aggregate amount of all Restricted Payments made or declared after the date hereof would exceed the sum of (A) 50% of Adjusted Consolidated Net Income for the period (treated as one accounting period) from the first day of the fiscal quarter beginning immediately following the date hereof to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are in existence (or, in case such Adjusted Consolidated Net Income is a deficit, minus 100% of such deficit); (B) the aggregate Net Cash Proceeds or other capital contributions received by the Borrower after the date hereof from the issuance and sale permitted by this Agreement to a Person who is not a Subsidiary of the Borrower held of (x) its Capital Stock (other than Redeemable Stock), (y) any options, warrants or other rights to acquire Capital Stock of the Borrower (in each case, exclusive of any Redeemable Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Loan), and (z) Indebtedness of the Borrower that has been exchanged for or converted into Capital Stock of the Borrower (other than Redeemable Stock) (less the amount of any cash, or other property, distributed by the Borrower upon such conversion or exchange); (C) to the extent that any futureInvestment (other than a Permitted Investment) that was made after the date hereof is sold for cash or otherwise liquidated or repaid for cash, present the lesser of (x) the cash received with respect to such sale, liquidation or former employeerepayment of such Investment (less the cost of such sale, director liquidation or consultant repayment, if any) and (y) the initial amount of such Investment, but only to the extent not included in the calculation of Adjusted Consolidated Net Income; and (D) the amount equal to the net reduction in Investments (other than Permitted Investments) made by the Borrower or any of its Restricted Subsidiaries either pursuant in any Person resulting from the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each as provided in the definition of “Investment”) not to exceed, in the case of any management equity plan or stock option plan Unrestricted Subsidiary, the amount of Investments previously made by the Borrower or any other management or employee benefit plan or agreement or upon Restricted Subsidiary in such Unrestricted Subsidiary, but only to the termination extent not included in the calculation of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Adjusted Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year);Net Income. (eb) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, The foregoing provisions in each case so long asthis Clause 14.8 hereof shall not be violated by reason of: (i) no Event the payment of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders any dividend within 60 days after the date of its declaration if such dividend could have been paid on the thereof if, at said date of its declaration in compliance declaration, such payment would have complied with the provisions of this Section 8.06Agreement; (gii) the Borrower may redeem repurchase, redemption or repurchase any Equity Interest or other acquisition of Subordinated Indebtedness of the Borrower made by exchange for, or any out of its Subsidiaries the proceeds of the substantially concurrent Incurrence or sale of Indebtedness which is permitted to be Incurred pursuant to Clause 14.7 (Incurrence of Indebtedness); (iii) the repurchase, redemption or other acquisition of Capital Stock or Subordinated Indebtedness of the Borrower (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the proceeds of a substantially concurrent offering of, shares of Capital Stock (other than Redeemable Stock) of the Borrower (or options, warrants or other rights to acquire such Capital Stock) other than to a Subsidiary; (iv) upon the occurrence of a Change of Control or an Asset Sale and within 60 days after the completion of the prepayment of the Loan, in whole or in part, in accordance with Clause 7.3 (Prepayment in the event of a Change of Control) or Clause 7.4 (Prepayment in the event of Asset Sales) hereof, any Equity Interests purchase, repurchase, redemption, defeasance, acquisition or other retirement for value of Subordinated Indebtedness which is held of the Borrower required pursuant to the terms thereof as a result of such Change of Control or beneficially owned Asset Sale at a purchase or redemption price not to exceed 101% of the outstanding principal amount thereof, plus accrued and unpaid interest thereon, if any; (v) the repurchase, redemption or other acquisition of Capital Stock of the Borrower or a Restricted Subsidiary if and to the extent required by Article 15 and Article 78 of the Federal Law on Joint Stock Companies of the Russian Federation, as such law may be amended, supplemented, modified or replaced from time to time or any successor statute or statutes thereof; (vi) the purchase by the Borrower or a Restricted Subsidiary, pursuant to, and in accordance with the provisions of, Section 5.03 of the VimpelCom-Region Shareholders’ Agreement, of any Affiliate Subordinated Indebtedness of the Borrower); (ivii) if Investments in Permitted Joint Ventures (excluding Investments in Permitted Joint Ventures existing as of the holder date hereof) in an aggregate amount not to exceed the sum of (x) $65 million and (y) the net reduction in Investments made pursuant to this clause (vii) resulting from distributions on, or beneficial owner repayments of, such Investments or from the Net Cash Proceeds received from the sale or other disposition of any such Investments (except in each case to the extent of any gain on such sale or disposition that would be included in the calculation of Adjusted Consolidated Net Income for purposes of Clause 14.8(a)(iv)(3)(A) above) or from such Person becoming a Restricted Subsidiary (valued, in each case, as provided in the definition of “Investment”); provided, further, that the net reduction of any such Investment shall not exceed the amount of such Equity Interests Investment; (viii) the redemption of Preferred Stock of VimpelCom-Region on the terms and conditions as set forth in Section 2.12 of the VimpelCom-Region Primary Agreement; (ix) the payment of any dividend on Preferred Stock of the Borrower and VimpelCom-Region in an amount not to exceed an aggregate of $1,000 during any fiscal year of the Borrower or Indebtedness is required to qualify under the Gaming Laws and does not so qualifyVimpelCom-Region; or (iix) if necessary Investments that do not exceed in the reasonableaggregate $10 million at any one time outstanding. provided that, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as except in the case may beof Clauses 14.8(b)(i) and (b)(ii), would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, no Default or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist have occurred and be continuing, or occur as a consequence of the actions or payments set forth therein. (c) Each Restricted Payment permitted pursuant to Clause 14.8(b) hereof (other than the Restricted Payment referred to in Clause 14.8(b)(ii) hereof and an exchange of Capital Stock for Capital Stock referred to in Clause 14.8(b)(iii) hereof), and the Net Cash Proceeds from any issuance of Capital Stock referred to in Clause 14.8(b)(iii) hereof, shall be continuing or would result therefrom and included in calculating whether the conditions set forth in Clause 14.8(a)(iv) hereof have been met with respect to any subsequent Restricted Payments. (iid) after giving pro forma effect to Not later than the date of making of such any Restricted Payment, the Consolidated Total Leverage RatioBorrower shall deliver to the Lender and Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Clause 14.8 were computed, calculated on a Pro Forma Basis as which calculations may be based upon the Borrower’s latest available financial statements. The Lender shall have no duty to recomputed or recalculate or verify the accuracy of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to information set forth in such parentOfficers’ Certificate.

Restricted Payments. (a) The Borrower shall notCompany will not make and will not permit any Restricted Subsidiaries to make, and shall cause each Restricted Subsidiary not to, either directly or indirectly, whether in cash, property, or in obligations of any the Company or any Restricted Subsidiary, (w) any payment on, or declare or pay any dividend with respect to, or make any Restricted Paymentpayment on account of, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (b) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (c) the Borrower and each Restricted Subsidiary may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; Company or any Subsidiary, whether now or hereafter outstanding; (dx) a Restricted Payment to pay for the any repurchase, retirement redemption, retirement, defeasance, sinking fund or similar payment, purchase or other acquisition for value, direct or retirement indirect, of any Equity Interests of the Company or any Subsidiary, now or hereafter outstanding; (y) any payment to retire, or to obtain the surrender of, any outstanding warrants, options or other rights for value the purchase or acquisition of shares of any class of Equity Interests of the Borrower held Company or any Subsidiary, now or hereafter outstanding; or (z) any payment of any management, consulting, monitoring or advisory fees or any other fees or expenses (including the reimbursement thereof by the Company or a Restricted Subsidiary) pursuant to any futuremanagement, present consulting, monitoring, advisory or former employee, director or consultant other services agreement to any holder of any Equity Interests of the Borrower Company, a Subsidiary or any of its their Affiliates (collectively, “Restricted Payments”), except that the Company and the Restricted Subsidiaries either may: (i) declare and pay dividends and make other distributions and payments with respect to its Equity Interests if payable solely in its Equity Interests (other than Disqualified Equity Interests); (ii) purchase or otherwise acquire Equity Interests in any Restricted Subsidiary using additional shares of their Equity Interests (other than Disqualified Equity Interests); (iii) (A) make repurchases or redemptions of their Equity Interests (I) in connection with the exercise of stock options or restricted stock awards if such Equity Interests represent all or a portion of the exercise price thereof, including any such Equity Interests withheld to cover such exercise price pursuant to a “cashless” exercise thereof, or (II) deemed to occur upon the withholding of a portion of such Equity Interests issued to directors, officers, or employees of the Company or a Restricted Subsidiary under any management equity plan or stock option plan or any other management or employee benefit plan or agreement for directors, officers, and employees of the Company or upon the termination a Subsidiary to cover withholding tax obligations of such employeePersons in respect of such issuance, director and (B) make other Restricted Payments, not exceeding $100,000 in the aggregate for any fiscal year, pursuant to and in accordance with stock option plans or consultantother benefit plans or agreements for directors, officers, and employees of the Company or a Restricted Subsidiary; (iv) in the case of Restricted Subsidiaries, declare and pay dividends and make other distributions and payments with respect to its Equity Interests payable to the Company or Restricted Subsidiaries; (v) redeem shares of the Company’s employmentSeries A Cumulative Convertible Preferred Stock outstanding on the Issue Date if, directorship or consultancy; as and when required by the terms thereof in effect on the Issue Date, provided, however, that any such redemption so required, prior to the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA third anniversary of the Borrower and its Restricted Subsidiaries for Issue Date, by reason of a Listing Event (as defined in the Calculation Period then most recently ended at the time Certificate of Designation of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over Preferred Stock) shall be effected only from the proceeds to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of Company from such Restricted Payment in any calendar year);Listing Event; and (evi) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, Company and the Borrower and its Restricted Subsidiaries may make other Restricted PaymentsPayments not otherwise permitted by this Section 4.12 in an amount not to exceed $500,000 until satisfaction and discharge of this Indenture. (b) Notwithstanding Section 4.12(a) hereof, in each case so long as: commencing on the third anniversary of the Issue Date, the Company may make a Restricted Payment to the extent that (i) no Default or Event of Default shall be has occurred and is continuing or would be caused thereby, occur after giving effect to such Restricted Payment and (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial CovenantConsolidated Leverage Ratio is, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to this clause (e) does not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Reference Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect thereto, less than 2.25 to 1.00. (c) No Qualified Restricted Subsidiary shall make any Restricted Payment other than: (i) dividends or distributions to other Qualified Restricted Subsidiaries; and (ii) Restricted Payments to the making of such Company or a Restricted Payment, the Consolidated Total Leverage Ratio, calculated on Subsidiary that is not a Pro Forma Basis as of the most recently ended Calculation Period, would Qualified Restricted Subsidiary in an aggregate amount not to exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parent$1,000,000.

Restricted Payments. The Borrower shall not, and shall cause each Restricted Subsidiary not toDeclare or make, directly or indirectly, declare or make any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Whollywholly-Owned Restricted Subsidiaries owned Subsidiary Guarantors (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock or other Equity Interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests)) and any Subsidiary that is not a Guarantor may make Restricted Payments to any other Subsidiary and to each other owner of capital stock or other Equity Interests of such Subsidiary on a pro rata basis based on their relative ownership interests; (b) the Borrower and each Restricted Subsidiary Guarantor may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity interests of such Person; (c) the Borrower and each Restricted Subsidiary Guarantor may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Payment, in each case, with the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrowerequity interests; (d) a Restricted Payment to pay for the repurchase, retirement Borrower may (i) repurchase or other acquisition or retirement redeem for value of Equity Interests of the Borrower held by any future, present or former employeeofficers, director directors or consultant employees (or their transferees, estates or beneficiaries under their estates) upon their death, disability, retirement, severance or termination of the Borrower employment or any of its Restricted Subsidiaries either service or pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or plan, agreement or upon the termination of such employeearrangement, director or consultant’s employment, directorship or consultancy; provided, however, provided that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year); (e) the Borrower may declare or pay cash dividends to its stockholders, purchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the aggregate amount of all such Restricted Payments pursuant to repurchases or redemptions for value under this clause (ei) does shall not exceed the sum of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business 2,000,000 in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Dateone fiscal year, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect make repurchases of Equity Interests deemed to occur upon the exercise of stock options if the Equity Interests represent a portion of the exercise price thereof or upon the vesting of restricted stock, restricted stock units or performance share units to the making of extent necessary to satisfy tax withholding obligations attributable to such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00vesting; and (je) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make any Permitted Tax Distributions Stock Repurchase; provided that, after giving effect to such parentPermitted Stock Repurchase, the aggregate amount of cash paid or payable for all Permitted Stock Repurchases consummated during the term of this Agreement commencing on the Closing Date shall not exceed $50,000,000.

Restricted Payments. The Borrower shall notDeclare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, and shall cause or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any Capital Stock of any Group Member, in each Restricted Subsidiary not tocase, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, declare whether in cash or make property or in obligations of Holdings or any Subsidiary (collectively, “Restricted Payment, or incur any obligation (contingent or otherwise) to do soPayments”), except that: (a) any Subsidiary may make Restricted Payments to the Borrower, Holdings or any Subsidiary Guarantor or any other Person that owns a direct equity interest in such Subsidiary in proportion to such Person’s ownership interest in such Subsidiary; (b) each Restricted Subsidiary may make Restricted Payments to the Borrower and to Wholly-Wholly Owned Restricted Subsidiaries (and, in the case of a Restricted Payment by a non-wholly-owned Restricted Wholly Owned Subsidiary, to the Borrower and any Restricted Subsidiary and to each other owner of capital stock Capital Stock or other Equity Interests equity interests of such Restricted Subsidiary on a pro rata basis based on their relative ownership interests); (bc) Holdings, the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests equity interests of such Person; (cd) the Borrower so long as no Default or Event of Default has occurred and each Restricted Subsidiary is continuing or would result therefrom, Holdings may purchase, redeem or otherwise acquire shares of its common stock or other common Equity Interests equity interests or warrants or options to acquire any such shares or make any other Restricted Paymentshares, in each case, with to the extent consideration therefor consists of the proceeds received by the Borrower from the substantially concurrent issue of new shares of its common stock or other common Equity Interests of the Borrower; (d) a Restricted Payment to pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any future, present or former employee, director or consultant of the Borrower or any of its Restricted Subsidiaries either pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or agreement or upon the termination of such employee, director or consultant’s employment, directorship or consultancy; provided, however, that the aggregate Restricted Payments made under this clause (d) do not exceed the greater of (x) $7,500,000 and (y) 2.50% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of the greater of (x) $12,500,000 and (y) 4.0% of Consolidated Adjusted EBITDA of the Borrower and its Restricted Subsidiaries for the Calculation Period then most recently ended at the time of such Restricted Payment in any calendar year)interests; (e) Holdings, the Borrower and each Restricted Subsidiary may make payments related to compensation paid or to be paid, or benefits provided or to be provided, in the ordinary course of business; (f) [Intentionally Omitted]. (g) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Available Amount Condition has been met, Holdings and the Borrower may declare make Restricted Payments in an aggregate amount not to exceed the then Available Amount; (h) [Intentionally Omitted]. (i) Holdings, the Borrower and the Restricted Subsidiaries may make Restricted Payments in an aggregate amount such that all such Restricted Payments since the Restatement Effective Date made pursuant to this clause (i) shall not exceed $50,000,000; (j) Holdings may pay any dividend or pay cash dividends distribution or the consummation of any redemption within sixty (60) days after the date of declaration of the dividend or distribution or giving of the redemption notice, as the case may be, if, at the date of declaration or notice, the dividend, distribution or redemption payment would have complied with the provisions of this Agreement; (k) Holdings, the Borrower and the Restricted Subsidiaries may make any payments in connection with the consummation of the Transaction or the transactions consummated under the Acquisition Agreement; (l) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Holdings, the Borrower and the Restricted Subsidiaries may make any Restricted Payment if, after giving pro forma effect to its stockholderssuch Restricted Payment, purchasethe Consolidated Leverage Ratio as of the last day of the period of four (4) fiscal quarters most recently completed for which financial statements have been delivered pursuant to Section 6.1 is less than 1.50 to 1.00; and (m) Holdings, the Borrower and the Restricted Subsidiaries may repurchase, redeem or otherwise acquire shares of its capital stock or warrants, rights or options to acquire any such shares for cash, and the Borrower and its Restricted Subsidiaries may make other Restricted Payments, Holdings’ Capital Stock in each case so long as: (i) no Event of Default shall be continuing or would be caused thereby, (ii) after giving pro forma effect thereto the Borrower would be in compliance with the Financial Covenant, calculated on a Pro Forma Basis, as of the last day of such most recently ended Calculation Period, and (iii) the an aggregate amount of such that the cash consideration for all such Restricted Payments acquisitions made pursuant to this clause (em) does shall not exceed the sum aggregate amount of (A) the greater of (x) $50,000,000 and (y) 17.5% of Consolidated Adjusted EBITDA of cash proceeds received by Holdings, the Borrower and its the Restricted Subsidiaries for from the Calculation Period then most recently ended at the time exercise of such Restricted Payment and (B) the Available Amount; (f) the Borrower may pay cash dividends to its stockholders within 60 days after the date of its declaration if such dividend could have been paid on the date of its declaration in compliance with this Section 8.06; (g) the Borrower may redeem or repurchase any Equity Interest or Indebtedness of the Borrower or any of its Subsidiaries (other than any Equity Interests or Indebtedness which is held or beneficially owned by the Borrower or any Affiliate of the Borrower); (i) if the holder or beneficial owner of such Equity Interests or Indebtedness is required to qualify under the Gaming Laws and does not so qualify; or (ii) if necessary in the reasonable, good faith judgment of the Board of Directors of the Borrower, as evidenced by a board resolution, to prevent the loss or secure the reinstatement of any Gaming License which if lost or not reinstated, as the case may be, would have a material adverse effect on the business of the Borrower and its Restricted Subsidiaries, taken as a whole, or would restrict the ability of the Borrower or any of its Restricted Subsidiaries to conduct business in any gaming jurisdiction; (h) the Borrower may make cash payments solely in lieu of fractional shares issuable as dividends on its Equity Interests; (i) the Borrower and its Restricted Subsidiaries may make other Restricted Payments after the Closing Date, so long as (i) no Event of Default shall exist or be continuing or would result therefrom and (ii) after giving pro forma effect to the making of such Restricted Payment, the Consolidated Total Leverage Ratio, calculated on a Pro Forma Basis as of the most recently ended Calculation Period, would not exceed 3.50 to 1.00; and (j) if the Borrower becomes a member (or becomes treated as a disregarded entity of a member) of a consolidated income tax group of which a direct or indirect parent of the Borrower is the common parent, the Borrower may make Permitted Tax Distributions to such parentemployee stock options.