Common use of Dividends and Related Distributions Clause in Contracts

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.8.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby thereby, except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.87.2.9.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event dividend or other distribution of Default exists any nature (whether in cash, property, securities or would be caused thereby otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except for (ai) dividends or other distributions payable to a another Loan Party or a Non-Loan Party SubsidiaryParty, (ii) Permitted Tax Distributions; provided that the Loan Parties may only make provide the Administrative Agent with reasonable information setting forth the amount of each such Permitted Tax Distribution, (iii) dividends and distributions payable pursuant to Non-Loan Party Subsidiaries to the extent a dividend or distribution and in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments accordance with stock option plans or other distributions payable solely in the common stock benefit plans for management or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any employees of the foregoing) of the Company Loan Parties, or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (fiv) other Restricted Payments dividends and distributions in an aggregate amount not to exceed $5,000,000.00 5,000,000 per fiscal year and $10,000,000 in the aggregate and payable by the Loan Parties to their shareholders and members in excess of the Permitted Tax Distributions; provided, however, that: (a) any fiscal year; subjectsuch dividend or distribution cannot be made prior to the Permitted Tax Distributions, in each case, subject (b) the Borrowers shall deliver to the Administrative Agent at least five (5) Business Days before such proposed dividend or distribution a certificate of the Borrowers evidencing (x) pro forma compliance with the Leverage Ratio set forth in Section 7.2.88.2.15 (measured as of the date of the dividend or distribution immediately after giving effect to such dividend or distribution and based upon Consolidated EBITDA for the four (4) fiscal quarters then ended) of less than 2.00 to 1.0, and (y) after giving pro forma effect to any Loans made or Letters of Credit issued in connection with such dividend, the Revolver Borrowers shall have the ability to borrow additional Revolving Credit Loans of not less than $15,000,000, and (c) at the time of any such dividend or distribution, no Event of Default or Potential Default shall exist or shall result after giving effect thereto.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit Make any of its Subsidiaries to make or payRestricted Payment, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby except for Payment, except: (a) dividends or other distributions payable to another Loan Party; (b) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower or any of its Subsidiaries may pay dividends in shares of its own Equity Interests (other than Disqualified Equity Interests); (c) any Restricted Payment made by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party or a Non-Loan Party SubsidiaryParty; (d) the Special Distribution, provided that so long as (i) no Potential Default or Event of Default then exists or arises therefrom and (ii) after giving effect thereto on a Pro Forma Basis, the Loan Parties may only make dividends are in compliance with the covenants set forth in Sections 9.12 and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made 9.13; (concurrently or immediately thereaftere) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests Restricted Payments consisting of such Person; (c) in the ordinary course redemptions of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) Equity Interests of Holdings held by any presentemployees, future officers, or former employee, director, officer or consultant directors of Holdings (or any Affiliatespouses, spouseex-spouses, former spouse, other immediate family member, successor, executor, administrator, heir, legatee estates or distributee Affiliates of any of the foregoing); provided, that the aggregate amount of such redemptions made by Holdings in respect of each Fiscal Year prior to the Expiration Date shall not exceed (i) the greater of (A) $2,000,000 or (B) 5.00% of Consolidated EBITDA for the four Fiscal Quarter period most recently ended as of such date of determination in respect of which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b), as applicable less (ii) the aggregate amount of cash compensation consisting of Qualified LTIP Accrual Amounts added to Consolidated EBITDA pursuant to clause (b)(vii)(B) thereof in respect of such period; provided, further, that Restricted Payments under this Section 9.4(e) shall be subject to the satisfaction of the Company following conditions: (i) no Event of Default has occurred or any would result from such Restricted Payment, (ii) the Borrower provides Administrative Agent evidence that after giving effect to the consummation of such Restricted Payment, Holdings and its Subsidiaries pursuant on a consolidated basis shall maintain a Consolidated Fixed Charge Coverage Ratio of at least 1.25 to any employee1.00 on a Pro Forma Basis, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant measured as of the Company most recently ended Fiscal Quarter for which the Loan Parties have delivered the financial statements required under Sections 8.1(a) or any Subsidiary; (db), as the case may be, for the four Fiscal Quarter period then ended, (iii) after giving effect to the proceeds consummation of which such Restricted Payment, the Consolidated Total Net Leverage Ratio is less than or equal to 2.50 to 1.00, and (iv) each Loan Party shall be used Solvent before and after giving effect to pay customary salary, bonus and other benefits payable to officerssuch Restricted Payment; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and and (f) other Restricted Payments dividends, distributions and/or share repurchases in an aggregate amount not to exceed $5,000,000.00 10,000,000 per Fiscal Year, so long as (i) no Potential Default or Event of Default then exists or arises therefrom and (ii) after giving effect thereto on a Pro Forma Basis, the Loan Parties are in any fiscal year; subject, in each case, subject to compliance with the covenants set forth in Sections 9.12 and 9.13; provided that the aggregate amount of dividends, distributions and share repurchases under this Section 7.2.89.4(f) shall be unlimited so long as after giving effect thereto on a Pro Forma Basis, the Consolidated Total Net Leverage Ratio is less than 2.50 to 1.00.

Dividends and Related Distributions. Each (a) Prior to the consummation of the Loan Parties shall nota Qualified IPO Transaction, and shall not permit make any of its Subsidiaries to make or payRestricted Payment, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby Payment, except for (a) dividends or other distributions payable to another Loan Party, (b) Permitted Tax Distributions, (c) dividends or distributions made by a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely wholly in the common stock form of its Equity Interests, and (d) so long as no Potential Default or other common equity interests Event of such Person; (c) in Default has occurred and is continuing or would result therefrom, the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company Borrower or any of its Subsidiaries pursuant may make Restricted Payments. (b) After the consummation of a Qualified IPO Transaction, make any Restricted Payment, or agree to become or remain liable to make any employeeRestricted Payment, management except (a) dividends or director benefit plan other distributions payable to another Loan Party (other than Holdings), (b) Permitted Tax Distributions made by the Borrower, (c) dividends or any agreement (including any stock subscription or shareholder agreement) with any employeedistributions made by a Loan Party wholly in the form of its Equity Interests, director, officer or consultant of the Company or any Subsidiary; and (d) the proceeds so long as no Potential Default or Event of which shall be used to pay customary salaryDefault has occurred and is continuing or would result therefrom, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Holdings may make Restricted Payments to employees, officers or directors of Holdings or Borrower upon termination of employment or service in connection with the exercise of stock options, stock appreciation rights or similar equity incentives pursuant to management incentive plans or in connection with the death or disability of such employees, officers or directors, in an aggregate amount not to exceed $5,000,000.00 1,000,000 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.8.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event dividend or other distribution of Default exists any nature (whether in cash, property, securities or would be caused thereby otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except for (a) dividends or other distributions payable to another Loan Party except: (i) upon ten (10) Business Days prior notice to the Agent, Borrower may transfer equity interests in any Excluded Subsidiary, provided, however, (a) that no uncured Event of Default shall be in existence at the time of such transfer, (b) that at the time of such transfer, the Loan Parties can demonstrate pro forma compliance with the covenants after taking into account such transfer by delivering to the Agent a Compliance Certificate, and (c) that the Borrower shall deliver any documentation related to such transfer, which such documentation shall be reasonably satisfactory, in form and substance, to the Agent; and upon such transfer, such Excluded Subsidiary shall cease to be a Loan Party and shall be released as a Guarantor, and the pledge of the equity interest therein and the security interest in after-acquired property of such Excluded Subsidiary shall be released; (ii) Tax Distributions, unless an Event of Default has occurred and is continuing or a Non-Loan Party Subsidiary, provided that Loan Parties may only make would be created thereby; and (iii) other dividends and distributions payable by the Borrower to Non-Loan Party Subsidiaries to its members in excess of the extent a Tax Distributions, provided, however, that: (A) any such dividend or distribution cannot be made prior to the Tax Distributions permitted in clause (ii) above, (B) the Borrower shall deliver to the Agent at least five (5) Business Days before such proposed dividend or distribution a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any certificate of the foregoingBorrower in substantially the form of Exhibit 8.3.4 evidencing: (x) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement pro forma compliance with a Leverage Ratio (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days measured as of the date of declaration thereof; the dividend or distribution immediately after giving effect to such dividend or distribution and based upon Consolidated EBITDA for the four (4) fiscal quarters then ended) of less than 1.5 to 1.0, and (fy) other Restricted Payments in an that the Borrower shall have, after giving effect to any such proposed dividend or distribution, at least $25,000,000 of Availability, and (C) at the time of any such dividend or distribution, no Event of Default or Potential Default shall exist or shall result after giving effect thereto. Notwithstanding the foregoing, the aggregate amount not of any such dividends and distributions permitted under this clause (iii) that occurs prior to exceed $5,000,000.00 in any a Tax Distribution, shall be subtracted from the total amount available for Tax Distributions for such fiscal year; subject, in each case, subject to compliance with Section 7.2.8period.

Dividends and Related Distributions. Each No Loan Party shall declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) Subject to Article XII and all other terms and conditions of the Loan Parties shall notDocuments, and shall not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby except for (a) dividends or other distributions payable to a each Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions Restricted Payments to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a any other Loan Party; ; (b) each Subsidiary may make Restricted Payments to any Loan Party and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (c) the Parent may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any Equity Interests of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; Parent; (d) the proceeds Parent may convert Parent Notes into or otherwise acquire Parent Notes solely in exchange for common stock or other common Equity Interests of which shall be used to pay customary salary, bonus and other benefits payable to officers; the Parent; (e) dividends permitted [reserved]; (f) the Parent may pay accrued interest on the Parent Notes in accordance with the terms thereof; provided that, (i) no Default or Event of Default under clause (a) or (l) of Section 9.1 shall have occurred and be continuing or would result therefrom, (ii) if a Default or Event of Default under any other clause of Section 9.1 has occurred and is continuing or would result therefrom, the Administrative Agent, at the direction of the Required Lenders, has not delivered written notice to the Borrower that the Required Lenders have elected in their sole discretion to prohibit such payments (iii) such Material Agreements have not been modified in a manner prohibited by Section 7.16, and (iv) after giving effect to such payment, the Loan Parties are in pro forma compliance with the covenants set forth in Article VIII, calculated on a Pro Forma Basis as of the last day of the most recent fiscal quarter of the Parent for which financial statements have been delivered; (g) the Parent may purchase, redeem or otherwise acquire Existing Parent Notes for cash or Cash Equivalents paid concurrent with such acquisition; provided that, (i) no Default or Event of Default shall have occurred and be made hereunder within sixty continuing or would result therefrom, (60ii) days after giving effect to such acquisition, the Loan Parties are in pro forma compliance with the covenants set forth in Article VIII, calculated on a Pro Forma Basis as of the last day of the fiscal quarter of the Parent for which financial statements have been delivered, (iii) the consideration paid by any Loan Party or any Subsidiary of any Loan Party in connection with any such acquisition shall not exceed a five (5) percent premium on the Parent Notes so acquired, and (iv) immediately prior to and after giving effect to such acquisition, the Liquidity Balance shall not be less than $10,000,000; provided that, to the extent and only in the event that the Second Lien Loan is outstanding, immediately prior to and after giving effect to such acquisition, (1) the Liquidity Balance shall not be less than $20,000,000 and (2) the average Liquidity Balance for the trailing thirty (30) day period ending on the date of declaration thereofsuch acquisition (and after giving effect thereto) shall not be less than $20,000,000; and (h) the Parent may declare or pay cash dividends to its stockholders; provided that, (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (ii) after giving effect to such dividend, the Loan Parties are in pro forma compliance with the covenants set forth in Article VIII, calculated on a Pro Forma Basis as of the last day of the fiscal quarter of the Parent for which financial statements have been delivered, (iii) the Borrower shall have provided to the Administrative Agent a certificate of a Compliance Officer of the Borrower (supported by reasonably detailed calculations) certifying that the Net Total Leverage Ratio immediately after giving effect to such dividend, measured on a Pro Forma Basis as of the last day of the most recent fiscal quarter for which financial statements have been delivered to the Administrative Agent is not greater than 2.75:1.00; and (fiv) other Restricted Payments immediately prior to and after giving effect to such payments, the Liquidity Balance shall not be less than $10,000,000; provided that, to the extent and only in an aggregate amount the event that the Second Lien Loan is outstanding, immediately prior to and after giving effect to such payments, (1) the Liquidity Balance shall not to exceed be less than $5,000,000.00 in any fiscal year20,000,000; subject, in each case, subject to compliance with Section 7.2.8and (2) the average Liquidity Balance for the trailing thirty (30) day period ending on the date of such payments (and after giving effect thereto) shall not be less than $20,000,000.

Dividends and Related Distributions. Each of the No Loan Parties Party shall, nor shall not, and shall not any Loan Party permit any of its Subsidiaries to make Restricted Subsidiary to, declare or paymake, directly or agree to become or remain liable to make or payindirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so, except that: (a) Any Loan Party or Restricted Subsidiary may make Restricted Payments to any Loan Party that owns an Equity Interest in such Loan Party or Restricted Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment unless is being made; (b) So long as no Material Event of Default exists immediately before or will result immediately after giving effect to such Restricted Payment, the Borrower or any Restricted Subsidiaries may (i) declare or pay cash dividends to its members and (ii) purchase, redeem or otherwise acquire for cash Equity Interests issued by it, in each case, in connection with (x) the termination of an employee or pursuant to any board approved plan, or (y) the exercise of options to purchase the Borrower’s capital stock or the vesting of other equity awards if such Equity Interests represent a portion of the exercise price of such options or taxes payable in connection with the vesting of such awards, in each case to the extent that such declarations, payments, purchases, redemptions, or acquisition, together with all other declarations, payments, purchases, redemptions, or acquisition pursuant to this clause (b) in the preceding twelve months, do not exceed in the aggregate amount the greater of (i) $5,000,000 and (ii) 7.5% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period; (c) Any Restricted Payment not otherwise permitted by this Section 7.6, provided that, (i) no Event of Default exists immediately before or will result immediately after giving effect to such Restricted Payment, (ii) the Borrower shall be in compliance on a pro forma basis immediately after giving effect to such Restricted Payment with Article VIII, and (iii) at the time any such Restricted Payment is made, (I) the sum of (1) the aggregate amount of such Restricted Payment, plus (2) any prior Restricted Payments made pursuant to this Section 7.6(c), plus (3) any Investment made pursuant to Section 7.5(o) (excluding all such prior Investments made by the Borrower or its Subsidiaries in Unrestricted Subsidiaries which subsequent to the date of such Investments have been re-designated as (and at the time of such Restricted Payment are designated as) Restricted Subsidiaries), does not exceed (II) the greater of (i) $30,000,000 and (ii) 35% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period; (d) any other Restricted Payment to the extent that such Restricted Payment, together with all other Restricted Payments pursuant to this clause (d) in the preceding twelve months, does not exceed in the aggregate amount the greater of (i) $30,000,000 and (ii) 35% of EBITDA of the Borrower and the Restricted Subsidiaries for the Test Period; and (e) any additional Restricted Payment (other than a Restricted Payment made by the Borrower) so long as (i) immediately before and immediately after giving effect to such Restricted Payment, no Default or Event of Default exists or would be caused thereby except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiarywill exist, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (fii) other immediately after giving effect to such Restricted Payments in an aggregate amount Payment, the Total Net Leverage Ratio for the Test Period does not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.82.25:1.00.

Dividends and Related Distributions. Each Except as provided in this Section 8.2.5 below, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to: (A) make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or make any payments on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, or (B) make or pay any amounts, whether principal, interest or otherwise, on or in respect of loans or other obligations of a Loan Party to Lone Star Technologies or otherwise make payments, transfer assets or pay or provide any consideration (including incurring or assuming debt or other obligations) to Lone Star Technologies or any Affiliates of Lone Star Technologies other than the Loan Parties. Notwithstanding the preceding sentence, the Loan Parties may (i) make regularly scheduled payments of principal or interest under the Slab Financing Arrangement provided that no Material Potential Default or Event of Default exists shall exist immediately prior to and after giving effect to such payment; or (i) pay dividends or would be caused thereby except for make other distributions or payments to another Loan Party, or (ii) pay a dividend or make a payment on Indebtedness incurred in accordance with Section 8.2.1(v) to Lone Star Technologies, provided that (a) dividends no Potential Default or other distributions payable Event of Default shall exist immediately prior to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions after giving effect to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; such dividend; (b) dividend payments or other distributions payable solely the Borrower shall demonstrate that it shall be in compliance with the covenants contained in the common stock or other common equity interests of such Person; (c) sections listed in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any grid below computed as of the foregoingdates and subject to the adjustments set forth in such grid. Borrower shall deliver to the Agent and the Banks at least five (5) of the Company or any of its Subsidiaries pursuant Business Days prior to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date on which Borrower pays such dividend (the "Dividend Payment Date") a certificate in the form of declaration thereofEXHIBIT 8.2.5 evidencing such compliance. Covenant - Section Covenant - Title Date of Computation; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.8.Adjustments ------------------

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event dividend or other distribution of Default exists any nature (whether in cash, property, securities or would be caused thereby except for otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (aor warrants, options or rights therefor), partnership interests or limited liability company interests, except: (i) dividends or other distributions payable to another Loan Party (other than the MLP); (ii) upon ten (10) Business Days prior notice to the Administrative Agent, Borrower may transfer equity interests in any Excluded Subsidiary (other than any Subsidiaries of Rhino Energy WV LLC, including without limitation Rhino Eastern LLC and Rockhouse Land LLC, with regard to which the restrictions in this paragraph shall not apply and whose equity interests may be transferred without regard to the procedures and restrictions below), provided, however, (a) that no uncured Event of Default shall be in existence at the time of such transfer, (b) that at the time of such transfer, the Loan Parties can demonstrate pro forma compliance with the covenants after taking into account such transfer by delivering to the Administrative Agent a Compliance Certificate, and (c) that the Borrower shall deliver any documentation related to such transfer, which such documentation shall be reasonably satisfactory, in form and substance, to the Administrative Agent; and upon such transfer, such Excluded Subsidiary shall cease to be a Loan Party or and shall be released as a NonGuarantor, and the pledge of the equity interest therein and the security interest in after-Loan Party Subsidiary, provided that Loan Parties may only make acquired property of such Excluded Subsidiary shall be released; (iii) dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely by the Borrower to the MLP in such amounts as required to pay the general and administrative costs and expenses of the MLP incurred in connection with the operation of its business including, without limitation, amounts payable to the General Partner pursuant to the terms of the Partnership Agreement that do not constitute distributions on the general partner interest or limited partner interests in the common stock MLP held by the General Partner; (iv) dividends or other common equity interests of distributions payable by the Borrower to the MLP in such Person; (c) in amounts as is required by the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used MLP to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subjector distributions or redeem equity interests, in each casecase pursuant to incentive compensation and similar benefit plans provided to the management and employees of the MLP and its Subsidiaries of up to $7,500,000 per annum; and (v) so long as no Event of Default or Potential Default exists and is continuing or would result therefrom, subject the MLP and the Borrower may declare, make or incur a liability to compliance make distributions to fund MLP Quarterly Distributions; provided that (A) such MLP Quarterly Distributions are made in accordance with Section 7.2.8the provisions of the Partnership Agreement and (B) the aggregate amount of MLP Quarterly Distributions with respect to any fiscal quarter shall not exceed MLP Available Cash for such fiscal quarter.

Dividends and Related Distributions. Each of the No Loan Parties Party shall notdeclare or make, and shall not permit any of its Subsidiaries to make directly or pay, or agree to become or remain liable to make or payindirectly, any Restricted Payment unless no Material Event of Default exists Payment, or would be caused thereby incur any obligation (contingent or otherwise) to do so, except for that: (a) dividends or other distributions payable each Subsidiary may make Restricted Payments to a any Loan Party or a Non-Loan Party and any other Person that owns an Equity Interest in such Subsidiary, provided that Loan Parties may only make dividends and distributions ratably according to Non-Loan Party Subsidiaries to their respective holdings of the extent a dividend or distribution type of Equity Interest in a corresponding amount respect of which such Restricted Payment is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; being made; (b) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the common stock or other common equity interests Equity Interests of such Person; ; (c) in the ordinary course of business or consistent with past practicesBorrower and each Subsidiary may purchase, repurchase, retire redeem or otherwise acquire for value equity interests (including any restricted Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; common Equity Interests; (d) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the proceeds Borrower may make, declare and pay lawful cash dividends and distributions in amounts sufficient to cover each of which shall be used its members’ estimated income tax obligations resulting from allocations of net income by the Borrower to pay customary salarysuch members, bonus and other benefits payable to officersas required by the Borrower’s Organizational Documents; and (e) dividends permitted so long as (i) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (ii) the Loan Parties shall be in compliance with the covenants set forth in Sections 8.1 through 8.3 (in the case of the covenant set forth in Section 8.1, to be made hereunder within sixty (60tested only to the extent that as of such testing date the Borrowing Base is less than $35,000,000.00) days of on a pro forma basis after giving effect thereto, the date of declaration thereof; Borrower may make, declare and (f) other Restricted Payments in an aggregate amount not pay lawful cash dividends and distributions to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.8its Members.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit Make any of its Subsidiaries to make or payRestricted Payment, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby except for Payment, except: (a) dividends or other distributions payable to another Loan Party; (b) so long as no Event of Default has occurred and is continuing or would result therefrom, the Borrower or any of its Subsidiaries may pay dividends in shares of its own Equity Interests (other than Disqualified Equity Interests); (c) any Restricted Payment made by a Subsidiary that is not a Loan Party to another Subsidiary that is not a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; ; (bd) dividend payments or other distributions payable solely in the common stock or other common equity interests [reserved]; (e) Restricted Payments consisting of such Person; (c) in the ordinary course redemptions of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) Equity Interests of Holdings held by any presentemployees, future officers, or former employee, director, officer or consultant directors of Holdings (or any Affiliatespouses, spouseex-spouses, former spouse, other immediate family member, successor, executor, administrator, heir, legatee estates or distributee Affiliates of any of the foregoing); provided, that the aggregate amount of such redemptions made by Holdings in respect of each Fiscal Year prior to the Expiration Date shall not exceed the greater of (A) $5,000,000 or (B) 5.00% of Consolidated EBITDA for the four Fiscal Quarter period most recently ended as of such date of determination in respect of which financial statements have been delivered pursuant to Section 8.1(a) or 8.1(b), as applicable, except that, in addition to the foregoing, the Borrower may make additional redemptions of restricted stock units issued in connection with the Borrower’s 2021 Stock Incentive Plan (the “2021 Plan”) once such restricted stock units have vested in accordance with the terms thereof as in effect on the Closing Date (and as amended in any respect not materially adverse to the Lenders, unless consented to by the Administrative Agent in its reasonable discretion), in an aggregate amount not exceeding $40,000,000 in the aggregate; provided, further, that Restricted Payments under this Section 9.4(e) shall be subject to the satisfaction of the Company following conditions: (i) no Event of Default has occurred or any would result from such Restricted Payment, (ii) the Borrower provides Administrative Agent evidence that after giving effect to the consummation of such Restricted Payment, Holdings and its Subsidiaries pursuant on a consolidated basis shall maintain a Consolidated Fixed Charge Coverage Ratio of at least 1.25 to any employee1.00 on a Pro Forma Basis, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant measured as of the Company most recently ended Fiscal Quarter for which the Loan Parties have delivered the financial statements required under Sections 8.1(a) or any Subsidiary; (db), as the case may be, for the four Fiscal Quarter period then ended, (iii) after giving effect to the proceeds consummation of which such Restricted Payment, the Consolidated Total Net Leverage Ratio is less than or equal to 2.50 to 1.00, and (iv) each Loan Party shall be used Solvent before and after giving effect to pay customary salary, bonus and other benefits payable to officerssuch Restricted Payment; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and and (f) other Restricted Payments dividends, distributions and/or share repurchases in an aggregate amount not to exceed $5,000,000.00 17,500,000 per Fiscal Year, so long as (i) no Potential Default or Event of Default then exists or arises therefrom and (ii) after giving effect thereto on a Pro Forma Basis, the Loan Parties are in any fiscal year; subject, in each case, subject to compliance with the covenants set forth in Sections 9.12 and 9.13; provided that the aggregate amount of dividends, distributions and share repurchases under this Section 7.2.89.4(f) shall be unlimited so long as after giving effect thereto on a Pro Forma Basis, the Consolidated Total Net Leverage Ratio is less than 2.50 to 1.00.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Non -Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; provided further that no Domestic Loan Party may make, pay or agree to become liable to make or pay any Restricted Payment to any Foreign Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subjectsubjectprovided that, in each case, subject to compliance with Section 7.2.87.2.8 and no Material Event of Default exists or would be caused thereby. Notwithstanding the foregoing, on or after May 1, 2022 and on or prior to December 31, 20235, no Restricted Payments shall be made in cash by the Company pursuant to this Section 7.2.5 (other than as explicitly permitted by the foregoing clauses (a) through (f)) other than payment of ordinary cash dividends with respect to the issued and outstanding shares of its common stock in an aggregate amount per share not to exceed, in any fiscal quarter, $ 0.14 per share and only so long as (1) no Event of Default exists or would be caused thereby and (2) the Loan Parties are in pro forma compliance with Section 7.2.15 after giving effect to any such dividend of Restricted Payments in the ordinary course of business and consistent with past practice (i.e. payment of the Company’s regular dividend in effect as of May 1, 2022) and only so long as no Material Event of Default exists or would be caused thereby.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event of Default exists or would be caused thereby except for (a) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.87.2.8 and no Material Event of Default exists or would be caused thereby. Notwithstanding the foregoing, on or after May 1, 2022 and on or prior to December 31, 2023, no Restricted Payments shall be made in cash pursuant to this Section 7.2.5 other than payment of Restricted Payments in the ordinary course of business and consistent with past practice (i.e. payment of the Company’s regular dividend in effect as of May 1, 2022) and only so long as no Material Event of Default exists or would be caused thereby.”

Dividends and Related Distributions. Each Except as provided in this Section 8.2.5 below, each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to: (A) make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or make any payments on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, or (B) make or pay any amounts, whether principal, interest or otherwise, on or in respect of loans or other obligations of a Loan Party to Lone Star Technologies or otherwise make payments, transfer assets or pay or provide any consideration (including incurring or assuming debt or other obligations) to Lone Star Technologies or any Affiliates of Lone Star Technologies other than the Loan Parties. Notwithstanding the preceding sentence, the Loan Parties may (i) make regularly scheduled payments of principal or interest under the Slab Financing Arrangement provided that no Material Potential Default or Event of Default exists shall exist immediately prior to and after giving effect to such payment; or (i) pay dividends or would be caused thereby except for make other distributions or payments to another Loan Party, or (ii) pay a dividend or make a payment on Indebtedness incurred in accordance with Section 8.2.1(v) to Lone Star Technologies, provided that (a) dividends no Potential Default or other distributions payable Event of Default shall exist immediately prior to a Loan Party or a Non-Loan Party Subsidiary, provided that Loan Parties may only make dividends and distributions after giving effect to Non-Loan Party Subsidiaries to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; such dividend; (b) dividend payments or other distributions payable solely the Borrower shall demonstrate that it shall be in compliance with the covenants contained in the sections listed in the grid on Exhibit 8.2 hereof computed as of the dates and subject to the adjustments set forth in such grid. Borrower shall deliver to the Agent and the Banks at least five (5) Business Days prior to the date on which Borrower pays such dividend (the "Dividend Payment Date") a certificate in the form of EXHIBIT 8.2.5 evidencing such compliance. (iii) make reimbursements to Lone Star Technologies for costs and expenses, including payroll expenses for employees of Lone Star Technologies, incurred by Lone Star Technologies provided that the aggregate amount per year shall not exceed $4,000,000 and provided that one of the following ((A), (B) or (C) below) is true: (A) If Lone Star Technologies has not formed or acquired any Subsidiaries (each an "Affiliate Subsidiary") other than the Borrower and the Loan Parties, and is not undertaking to form or acquire, or investigating the formation or acquisition of, an Affiliate Subsidiary, then all such costs and expenses incurred shall be for the benefit of the Loan Parties, or (B) If Lone Star Technologies has not formed or acquired any Affiliate Subsidiary but is undertaking to form or acquire, or investigating the formation or acquisition of, an Affiliate Subsidiary, then all such costs and expenses shall either be for the benefit of the Loan Parties or for such undertaking or investigation and for no other purpose (including the making of a dividend to the shareholders of Lone Star Technologies) and shall be allocated to the Loan Parties and to such undertaking or investigation in a reasonable and customary manner, or (C) if Lone Star Technologies has formed or acquired any Affiliate Subsidiaries, then Lone Star Technologies may allocate such costs and expenses between such Affiliate Subsidiaries and the Loan Parties pursuant to a cost sharing agreement provided that (1) such agreement is reasonable as determined by the Agent prior to such time as such agreement is entered into, and (2) all such costs and expenses so incurred and allocated to the Loan Parties and the Affiliate Subsidiaries shall be for the benefit of the Loan Parties or such Affiliate Subsidiaries and for no other purpose. (iv) redeem by cash payment the Borrower's Preferred Stock (including cash dividends payable on such Preferred Stock that are accrued but not paid on the date of such redemption), provided that: (a) no Potential Default or Event of Default shall exist immediately prior to and after giving effect to such redemption; (b) the Borrower shall demonstrate that it shall be in compliance with the covenants contained in the sections listed in the grid on Exhibit 8.2 computed as of the dates and subject to the adjustments set forth in such grid. Borrower shall deliver at least five (5) Business Days prior to the date on which Borrower makes such redemption payment (the "Redemption Payment Date") a certificate in the form of EXHIBIT 8.2.5 evidencing such compliance. (v) pay dividends in the form of Borrower's common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject, in each case, subject to compliance with Section 7.2.8Borrower's Preferred Stock.

Dividends and Related Distributions. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to to, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless no Material Event dividend or other distribution of Default exists any nature (whether in cash, property, securities or would be caused thereby otherwise) on account of or in respect of its shares of Capital Stock, on account of the purchase, redemption, retirement or acquisition of its shares of Capital Stock (or warrants, options or rights therefor) except for (ai) dividends or other distributions payable to a Loan Party or (or, in the case of a Non-Loan Party Foreign Subsidiary, provided that a non-wholly owned Subsidiary or Joint Venture, to a Foreign Subsidiary or Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries Party), (ii) the Specified Distribution, (iii) Tax Distributions in connection with any period the Borrower is or was a corporation with Subchapter S status for tax purposes or is or was otherwise taxable as a partnership, (iv) any distribution or redemption in respect of Borrower Equity Interests pursuant to the extent a dividend or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary to a Loan Party; (b) dividend payments or other distributions payable solely in the common stock or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practices, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any terms of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; Stock Option Agreements and (fv) other Restricted Payments (x) after an IPO has been consummated, additional dividends or distributions made by the Borrower in an aggregate amount not to exceed $5,000,000.00 in any fiscal year; subject2,000,000 during the term of this Agreement or (y) if an IPO has not been consummated and the Borrower has made the Mandatory TL Prepayment (Unused Proceeds), additional dividends or distributions made by the Borrower, provided that, in each casethe case of this clause (y) only, subject (A) no Event of Default or Potential Default exists at both the time of declaration and payment of such dividend or distribution and (B) after giving effect to compliance with Section 7.2.8such payment, the Borrower’s Liquidity shall not be less than $15,000,000.

Dividends and Related Distributions. Each of the The Loan Parties shall not, and shall not permit any of its Subsidiaries to Subsidiaries, other than any Specified Excluded Subsidiary, to, directly or indirectly, make or pay, or agree to become or remain liable to make or pay, any Restricted Payment unless dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its Capital Stock, on account of the purchase, redemption, retirement or acquisition of its Capital Stock, except: (i) dividends or other distributions (A) to a Loan Party and (B) by a Non-Guarantor Subsidiary to another Non-Guarantor Subsidiary; (ii) dividends or other distributions payable in the form of Capital Stock of a Borrower (other than Disqualified Stock (other than as permitted pursuant to 8.2.1(xiii) as related to paid-in-kind payments in connection with preferred units in existence prior to the Closing Date)); (iii) so long as no Material Potential Default or Event of Default exists, in conjunction with a dividend or other distribution made by iGo to Steel Excel, Inc., corresponding dividends or distributions otherwise payable to any Independent Shareholder of iGo in an amount limited to their pro rata shares of such dividends or distributions based on their respective proportionate ownership interests[reserved]; (iv) so long as no Potential Default or Event of Default exists, dividends and other distributions to Handy the proceeds of which are used solely to make contributions to the WHX Plan, which amounts (x) shall not exceed the minimum required contribution to the WHX Plan under Section 412 of the Code due on the date of such dividend or distribution and (y) shall not count toward the amount of dividends or other distributions to Handy permitted under clauses (x) of this Section 8.2.5; (v) so long as no Potential Default or Event of Default exists, distributions by (a) Steel to the holders of its preferred units in accordance with the terms of its partnership agreement and (b) WebFinancial Holding Corporation to the holders of its preferred units in accordance with the terms of its certificate of designation; (vi) the forgiveness of loans owing by (A) any Loan Party to any other Loan Party, (B) any Non-Guarantor Subsidiary to any other Non-Guarantor Subsidiary and (C) any Loan Party to any Non-Guarantor Subsidiary, in each case outstanding on the Closing Date, and any deemed non-cash dividend in connection with such forgiveness; (vii) dividends or other distributions to Steel and from Steel to the holders of its Capital Stock to permit such holders to pay federal and state income Taxes when due and payable to the extent such Taxes are attributable to the income of Steel and its Subsidiaries; (viii) distributions by Steel to the holders of its Capital Stock so long as (i) the Leverage Ratio both before and after giving pro forma effect to any such distribution does not exceed 3.25 to 1.00 and (ii) no Potential Default or Event of Default exists or would be caused thereby except for exist after giving effect thereto; (aix) dividends or other distributions payable to a Loan Party or a Non-Loan Party Subsidiary, Handy provided that Loan Parties may only make dividends and distributions to Non-Loan Party Subsidiaries to the extent a dividend such amounts received by Handy are immediately dividended or distribution in a corresponding amount is also made (concurrently or immediately thereafter) from the recipient Non-Loan Party Subsidiary distributed to a Loan Party; and (bx) dividend payments dividends or other distributions payable solely in the common stock to Handy or other common equity interests of such Person; (c) in the ordinary course of business or consistent with past practicesSteel, repurchase, retire or otherwise acquire for value equity interests (including any restricted stock or restricted stock units) held by any present, future or former employee, director, officer or consultant (or any Affiliate, spouse, former spouse, other immediate family member, successor, executor, administrator, heir, legatee or distributee of any of the foregoing) of the Company or any of its Subsidiaries pursuant to any employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer or consultant of the Company or any Subsidiary; (d) the proceeds of which shall be used to pay customary salary, bonus and other benefits payable to officers; (e) dividends permitted to be made hereunder within sixty (60) days of the date of declaration thereof; and (f) other Restricted Payments in an aggregate amount not to exceed $5,000,000.00 in any fiscal 15,000,000 per calendar year; subject, in each case, subject to compliance with Section 7.2.8be used by Handy or Steel to pay Administrative Expenses.