Common use of Restricted Payments; Certain Payments of Indebtedness Clause in Contracts

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except (i) any Borrower, any Loan Party or any Subsidiary may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefrom. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except (i) payment of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (i) any Borrower, any Loan Party or any Subsidiary the Borrower may declare and pay non-cash dividends or distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or split-ups or reclassifications in shares of its common stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) the Borrowers Borrower may make Restricted Payments Payments, not exceeding $500,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers Borrower and their Subsidiaries its Subsidiaries, and (iv) the Borrower may buy back for cash its outstanding Series A Preferred Stock in an amount not to exceed $3,000,000 in the aggregate per fiscal year so long as, in each case, as (A) no Default or Event of Default exists or before and immediately after giving effect to such buyback, (B) after giving pro forma effect to such buyback, the Borrower would result therefrombe in compliance with the financial covenants in Section 6.12, and (C) the Borrower has delivered to the Administrative Agent a certificate signed by its chief financial officer certifying that the foregoing conditions have been satisfied together with calculations demonstrating compliance with clause (B). (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment 6.01, other than payments in respect of any the Subordinated Indebtedness), Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, ; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except so, except: (i) any Borrower, any Loan Party or any Subsidiary the Borrower may declare and pay non-cash dividends or distributions with respect to its Equity Interests payable solely in its stock, or split-ups or reclassifications of its stock, additional common Equity Interests in the Borrower; (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Interests, and capital stock; and (iii) the Borrowers Borrower may make Restricted Payments pursuant to payments or deliveries in shares of common stock and cash in accordance with stock option plans or lieu of fractional shares required by the terms of, and otherwise perform its obligations under, the Convertible Notes Indenture (including, without limitation, making payments of interest and principal thereon and/or making deliveries (other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, than in each case, no Event of Default exists or would result therefromcash) due upon conversion thereof). (b) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of subordinated Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, ; (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 subject to the Term Intercreditor Agreement and (v) the ABL/Term Loan Intercreditor Agreement, the payment of secured Indebtedness that becomes due as a result out of the voluntary proceeds of any sale or transfer of the property or assets securing such Indebtedness; (v) payment of or in respect of (A) Indebtedness to created under the extent such sale ABL Loan Documents and (B) Indebtedness or transfer is permitted obligations secured by the ABL Security Documents; (vi) [reserved]; (vii) [reserved]; and (viii) the Borrower may make payments or deliveries in shares of common stock and cash in lieu of fractional shares required by the terms of Section 6.05. Additionallyof, so long as no Event of Default has occurred and is continuingotherwise perform its obligations under, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes Indenture (including, without limitation, making payments of interest and principal thereon and/or making deliveries (other than in accordance with their termscash) due upon conversion thereof). (c) The Borrower will not, nor will it permit any Subsidiary to, enter into or be party to, or make any payment under, any Synthetic Purchase Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) No The Loan Party willParties will not, nor and will it not permit any Subsidiary to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except except: (i) any Borrower, any the Loan Party or any Subsidiary Parties may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interestsequity interests to any Loan Party which is a Subsidiary of any of the Borrowers whether or not a Default or Event of Default exists; (ii) As long as no Default or Event of Default exists and is continuing, the Loan Parties may make distributions to the Lead Borrower to the extent necessary to pay indemnities, accounting, legal and other professional fees, and other similar general and administrative expenses incurred by the Lead Borrower for itself and the Loan Parties; and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so As long as, in each case, as no Event of Default exists and is continuing under Sections 8.1(a), 8.1(b) hereof or would result therefromSection 5.1 of either of the Security Agreements and as long as the time for payment of the Obligations has not been accelerated as provided herein, the Loan Parties may make distributions to the Lead Borrower to the extent necessary to pay corporate taxes incurred by the Lead Borrower for itself and the Loan Parties. (b) No The Loan Party willParties will not, nor and will it not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, payments due from time to time hereunder; (ii) payment actions required to be made pursuant to an order of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), the Bankruptcy Court for adequate protection pursuant to the Bankruptcy Code; (iii) refinancings payment of Indebtedness pre-petition claims authorized by the First Day Orders or other orders entered in the Reorganization Cases, in each case to which the extent permitted by Section 6.01, Agents have consented; and (iv) payment of the Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of Borrowers incurred in connection with the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsExisting Credit Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (i) any Borrower, any Loan Party or any Subsidiary the Borrower may declare and pay non-cash dividends or distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or split-ups or reclassifications in shares of its common stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, in each case, as no Event of Default exists has occurred and is continuing or would result therefromfrom the making of such payment, the Borrower may pay dividends, make distributions (including distributions to its members and/or shareholders in an aggregate amount not greater than the amount necessary for such members and/or shareholders to pay their actual state and U.S. federal income tax liabilities in respect of income earned by the Borrower), and purchase its Equity Interests. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, ; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (viii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor The Borrowers will it permit any Subsidiary to, not declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except except: (i) any Borrower, any Loan Party or any Subsidiary the Borrowers may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interests in additional shares of their Equity Interests; (ii) the Subsidiary Borrowers may declare and pay dividends with respect to their Equity Interests in cash or in other property (other than Inventory) so long as (A) no Default or Event of Default then exists or, after giving effect to such dividend, would arise, and (B) on the date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied; (iii) the Borrowers Parent Borrower may make Restricted Payments pursuant declare and pay dividends with respect to and its Equity Interests in accordance with stock option plans cash or in other benefit plans for management or employees of the Borrowers and their Subsidiaries property (other than Inventory) so long as, in each case, as (A) no Event of Default exists or would result therefromarise, and (B) on the date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied; (iv) the Parent Borrower may repurchase its Equity Interests (a “Repurchase”) as long as (A) no Event of Default then exists or, after giving effect to such Repurchase, would arise, and (B) on the date of and after giving effect to such Repurchase, the Excess Availability Threshold is satisfied. (b) No Loan Party willThe Borrowers will not at any time, nor and will it not permit any Subsidiary to, of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except: (i) required payments of principal and interest as and when due in respect of any Indebtedness permitted under Section 7.01; (ii) refinancings of Indebtedness to the extent permitted by Section 7.01; and (iii) optional prepayments, redemptions, retirements, acquisition, cancellation or termination of Indebtedness of any Borrower (collectively, a “Prepayment”) as long as (A) no Default or Event of Default then exists or, after giving effect to such Prepayment, would arise; and (B) on the date of and after giving effect to such Prepayment, the Excess Availability Threshold is satisfied. (c) After the occurrence and during the continuation an Event of Default under Section 8.01(h) or Section 8.01(i) hereof, the Parent Borrower will not at any time, make or agree to pay or make, directly or indirectly any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except (i) payment required payments of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled principal and interest and principal payments as and when due in respect of any permitted Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), (iii) and refinancings of Indebtedness to the extent permitted by Section 6.01, (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms7.01.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, Payment or incur any obligation obligation, (contingent or otherwise) to do so so, except (i) any Borrower, any Loan Party or any Subsidiary the Borrower may declare and pay non-cash dividends or distributions with respect to its capital stock payable solely in its stock, or split-ups or reclassifications additional shares of its common stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Intereststhe Borrower or any Guarantor that is a Loan Party, and (iii) the Borrowers Borrower may make Restricted Payments pursuant to repurchase or redeem shares of its common stock provided that the aggregate amount paid by the Borrower for such repurchases and in accordance with stock option plans redemptions made at any time or other benefit plans for management or employees of after the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefromEffective Date shall not at any time exceed $2,750,000. (b) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), provided that no Default exists or would result from such payment; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, 8.01; (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent Indebtedness, provided that such sale or transfer is otherwise permitted by the terms this Agreement; (v) payment or prepayment of Section 6.05. AdditionallyCapital Lease Obligations, so long as no Event Default exists or would result therefrom; and (vi) payment when due of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsobligations under Hedging Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor or will it permit any Subsidiary to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except (i) any Borrower, any Loan Party or any Subsidiary may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (Payment other than ServiceSource InternationalPermitted Dividends, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) without the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees prior consent of the Borrowers Administrative Agent and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefromthe Required Lenders. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment as long as no Event of Indebtedness created under the Loan DocumentsDefault then exists or would arise therefrom, (ii) payment mandatory payments and prepayments of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (Permitted Indebtedness, excluding payment of any Subordinated Indebtedness), and excluding the SOF Investments Loan; (ii) mandatory payments of regularly scheduled principal, interest and fees as and when due in respect of the SOF Investments Loan; (iii) payments on account of Subordinated Indebtedness to the extent permitted under any subordination agreement or provisions governing such Indebtedness, provided that interest payments may only be made if no Event of Default is then occurring, and principal payments may only be made if the Payment Conditions are satisfied; and (iv) refinancings of Indebtedness to the extent permitted by Section 6.01, (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsthis Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Company will not, nor will it permit any Subsidiary of the Subsidiaries to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (i) the Company may declare and make Restricted Payments at any Borrower, any Loan Party time that no Default has occurred and is continuing or any Subsidiary would result therefrom and (ii) Subsidiaries may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefromcapital stock. (b) No Loan Party willThe Company will not, nor will it permit any Subsidiary of the Subsidiaries to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation cancelation or termination of any Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, this Agreement; (ii) payment of regularly scheduled interest payments, prepayments and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), (iii) refinancings of Indebtedness to the extent that is permitted by Section 6.01, ; (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (viii) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; (iv) payment of Indebtedness to the extent such sale or transfer is permitted of any Person acquired by the terms Company or any Subsidiary that exists on the date of Section 6.05. Additionally, so long such acquisition; provided that such Person becomes a Subsidiary as no Event a result of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termssuch acquisition; and (v) mandatory payments by a Receivables Subsidiary on Third Party Securities.

Restricted Payments; Certain Payments of Indebtedness. (a) No The Loan Party willParties will not, nor and will it not permit any Subsidiary to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except except: (i) any Borrower, any the Loan Party or any Subsidiary Parties may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interestsequity interests to any Loan Party which is a Subsidiary of any of the Borrowers whether or not a Default or Event of Default exists; (ii) As long as no Default or Event of Default exists and is continuing, the Loan Parties may make distributions to the Lead Borrower to the extent necessary to pay indemnities, accounting, legal and other professional fees, and other similar general and administrative expenses incurred by the Lead Borrower for itself and the Loan Parties; and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so As long as, in each case, as no Event of Default exists and is continuing under Sections 8.1(a), 8.1(b) hereof or would result therefromSection 5.1 of either of the Security Agreements and as long as the time for payment of the Obligations has not been accelerated as provided herein, the Loan Parties may make distributions to the Lead Borrower to the extent necessary to pay corporate taxes incurred by the Lead Borrower for itself and the Loan Parties. (b) No The Loan Party willParties will not, nor and will it not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, payments due from time to time hereunder; (ii) payment actions required to be made pursuant to an order of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), the Bankruptcy Court for adequate protection pursuant to the Bankruptcy Code; (iii) refinancings payment of Indebtedness pre-petition claims authorized by the First Day Orders or other orders entered in the Reorganization Cases, in each case to which the extent permitted by Section 6.01, Agents have consented; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsPre-Petition Senior Debt.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except (i) any Borrower, any Loan Party or any Subsidiary may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefrom. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any Restricted Payment other than Permitted Dividends. (b) No Loan Party will make directly or indirectly, any voluntary payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any IndebtednessIndebtedness (other than (x) the Obligations and (y) solely for the purpose of refinancing such obligations in accordance with the terms of this Agreement and the Order, the Pre-Petition Obligations), or any voluntary payment or other distribution (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 Indebtedness, except except: (i) payment mandatory payments and mandatory prepayments of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness Permitted Indebtedness, solely as contemplated by the Approved Budget and permitted under Section 6.01 (excluding payment pursuant to the Order; provided that if an Event of Default then exists or would arise from the making of any Subordinated Indebtedness)such payment or prepayment, no part of the proceeds of any Loan or any Letter of Credit will be used (iiiwhether directly or indirectly) therefor; and (ii) refinancings of Indebtedness to the extent permitted by Section 6.01, (iv) payment of the Indebtedness incurred in connection with such refinancing would otherwise be permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsthis Agreement.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (i) any Borrower, any Loan Party or any Subsidiary each Borrower may declare and pay non-cash dividends or distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or split-ups or reclassifications in shares of its stock, common stock and (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefromEquity. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness, other than payments in respect of the Subordinated Indebtedness permitted prohibited by the subordination provisions thereof in which case such payments in respect of Subordinated Indebtedness will be governed by the terms and conditions of the respective subordination agreements including, with respect to the subordinated indebtedness under Section 6.01 (excluding payment of any Subordinated Indebtedness)the Mezzanine Loan Documents, the Intercreditor Agreement; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, ; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsIndebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor The Borrowers will it permit any Subsidiary to, not declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except except: (i) any Borrower, any Loan Party or any Subsidiary the Borrowers may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interests in additional shares of their Equity Interests; (ii) the Subsidiary Borrowers may declare and pay dividends with respect to their Equity Interests in cash or in other property (other than Inventory) so long as (A) no Default or Event of Default then exists or, after giving effect to such dividend, would arise, and (B) on the date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied; (iii) the Borrowers Parent Borrower may make Restricted Payments pursuant declare and pay dividends with respect to and its Equity Interests in accordance with stock option plans cash or in other benefit plans for management or employees of the Borrowers and their Subsidiaries property (other than Inventory) so long as, in each case, as (A) no Event of Default exists or would result therefrom.arise, and (B) on the date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied;provided that, notwithstanding (b) No Loan Party willThe Borrowers will not at any time, nor and will it not permit any Subsidiary to, of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except: (i) required payments of principal and interest as and when due in respect of any Indebtedness permitted under Section 7.01; (ii) refinancings of Indebtedness to the extent permitted by Section 7.01; and (iii) optional prepayments, redemptions, retirements, acquisition, cancellation or termination of Indebtedness of any Borrower (collectively, a “Prepayment”) as long as (A) no Default or Event of Default then exists or, after giving effect to such Prepayment, would arise; and (B) on the date of and after giving effect to such Prepayment, the Excess Availability Threshold is satisfied. (c) After the occurrence and during the continuation an Event of Default under Section 8.01(h) or Section 8.01(i) hereof, the Parent Borrower will not at any time, make or agree to pay or make, directly or indirectly any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except (i) payment required payments of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled principal and interest and principal payments as and when due in respect of any permitted Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), (iii) and refinancings of Indebtedness to the extent permitted by Section 6.017.01. Notwithstanding anything to the contrary herein, the Borrowers will not (ivi) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment after the Second Amendment Effective Date until the Deemed Borrowing Base Termination Date has occurred, except as permitted by Section 7.06(a)(i) and the proviso to Section 7.06(a)(iii), and (ii) at any time, and will not permit any of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment of Indebtedness permitted under clause or other distribution (jwhether in cash securities or other property) of Section 6.01 and or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (v) payment of secured Indebtedness that becomes due as a result whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the voluntary sale purchase, redemption, retirement, acquisition, cancellation or transfer termination of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms.any Indebtedness

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party Borrower will, nor will it permit any Subsidiary to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (i) any Borrower, any Loan Party or any Subsidiary the Borrowers may declare and pay non-cash dividends or distributions with respect to their common stock payable solely in its stock, or split-ups or reclassifications additional shares of its stockcommon stock and in cash to the extent after giving effect thereto the Borrowers will remain in compliance with Section 7.12, and (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefrom. (b) No Loan Party Borrower will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) with the prior written consent of the Administrative Agent, payment of Indebtedness permitted by Section 7.01 with the proceeds of the issuance of Equity Interests; (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness (subject to any subordination agreements); (iv) prepayment of Indebtedness permitted under by Section 6.01 7.01 provided that (excluding payment A) no Default or Event of any Subordinated IndebtednessDefault has occurred and is continuing; (B) the making of such prepayment will not result in the occurrence of a Default or Event of Default after giving effect thereto; and (C) except as to prepayment of the Indebtedness permitted by Section 7.01(l), the Administrative Agent has given its prior written consent, which consent shall not be unreasonably withheld; (iiiv) refinancings of Indebtedness to the extent permitted by Section 6.01, 7.01; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (vvi) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsIndebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) No The Borrower will not, and will not permit any Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (ia) any Borrower, any Loan Party or any Subsidiary the Borrower and Parent may declare and pay non-cash dividends or distributions with respect to its common stock payable solely in its stock, or split-ups or reclassifications additional shares of its common stock, (iib) any Borrower (other than ServiceSource Internationalso long as no Default or Event of Default exists or would arise as a result thereof, Inc.) or any Subsidiary subject to Section 6.12(b), Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Interests, and (iiic) the Borrowers Borrower may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers Borrower and their Subsidiaries its Subsidiaries; provided, that, with respect to each of clauses (a) – (c) above, such Person and the Persons holding its Equity Interests are in compliance with Section 7-80-606 of the Colorado Revised Statutes, and (d) so long as, in each case, as no Default or Event of Default exists or would arise as a result therefrom. (b) No Loan Party willthereof, nor will it permit any Subsidiary to, make or agree the Borrower may pay cash dividends to the Parent in an amount sufficient to allow the Parent to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except (i) payment reasonable audit and other accounting expenses incurred in the ordinary course of Indebtedness created under the Loan Documentsbusiness, (ii) payment Taxes due and payable by the Parent to any taxing authority and reasonable expenses incurred in connection with preparation of regularly scheduled interest related Tax returns and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness)filings, (iii) refinancings reasonable and necessary expenses (including professional fees and expenses) incurred by the Parent in connection with (A) registration, public offerings and exchange listing of Indebtedness equity securities and maintenance of the same, (B) compliance with reporting obligations under, or in connection with compliance with, federal or state securities laws, and (C) indemnification and reimbursement of directors, officers and employees in respect of liabilities relating to the extent permitted by Section 6.01their serving in any such capacity, or obligations in respect of director and officer insurance (including premiums therefor), and (iv) payment other reasonable expenses incurred by Parent in the ordinary course of Indebtedness permitted under clause business (jsubject to Section 6(h) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsParent Guaranty).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor The Borrowers will it permit any Subsidiary to, not declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except except: (i) any Borrower, any Loan Party or any Subsidiary the Borrowers may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interests in additional shares of their Equity Interests; (ii) the Subsidiary Borrowers may declare and pay dividends with respect to their Equity Interests in cash or in other property (other than Inventory) so long as (A) no Default or Event of Default then exists or, after giving effect to such dividend, would arise, and (B) on the date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied; (iii) the Borrowers Parent Borrower may make Restricted Payments pursuant declare and pay dividends with respect to and its Equity Interests in accordance with stock option plans cash or in other benefit plans for management or employees of the Borrowers and their Subsidiaries property (other than Inventory) so long as, in each case, as (A) no Event of Default exists or would result therefromarise, and (B) on the date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied; provided that, notwithstanding anything to the contrary herein, the Parent Borrower may declare and pay dividends with respect to its Equity Interests in cash for the fiscal quarters ending on or about May 4, 2020 and August 3, 2020 in an aggregate amount not to exceed $4,000,000 in each fiscal quarter; (iv) the Parent Borrower may repurchase its Equity Interests (a “Repurchase”) as long as (A) no Event of Default then exists or, after giving effect to such Repurchase, would arise, and (B) on the date of and after giving effect to such Repurchase, the Excess Availability Threshold is satisfied. (b) No Loan Party willThe Borrowers will not at any time, nor and will it not permit any Subsidiary to, of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (whether in cash, securities or other 114 (c) After the occurrence and during the continuation an Event of Default under Section 8.01(h) or Section 8.01(i) hereof, the Parent Borrower will not at any time, make or agree to pay or make, directly or indirectly any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except (i) payment required payments of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled principal and interest and principal payments as and when due in respect of any permitted Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), (iii) and refinancings of Indebtedness to the extent permitted by Section 6.017.01. Notwithstanding anything to the contrary herein, the Borrowers will not (ivi) declare or make, or agree to pay or make, directly or indirectly, any Restricted Payment after the Second Amendment Effective Date until the Deemed Borrowing Base Termination Date has occurred, except as permitted by Section 7.06(a)(i) and the proviso to Section 7.06(a)(iii), and (ii) at any time, and will not permit any of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment of Indebtedness permitted under clause or other distribution (jwhether in cash securities or other property) of Section 6.01 or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness after the Second Amendment Effective Date until the Deemed Borrowing Base Termination Date has occurred, except as permitted by Sections 7.06(b)(i) and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsb)(ii).

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor The Borrowers will it permit any Subsidiary to, not declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except except: (i) any Borrower, any Loan Party or any Subsidiary the Borrowers may declare and pay non-cash dividends or distributions payable with respect to their capital stock in its additional shares of their common stock, or split-ups or reclassifications of its stock, ; (ii) any Borrower (other than ServiceSource International, Inc.) or any the Subsidiary Borrowers may declare and pay cash dividends ratably with respect to their Equity Interestscapital stock in cash or in other property (other than Inventory) so long as (A) no Default or Event of Default then exists or, after giving effect to such dividend, would arise, and (B) on the date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied; (iii) the Borrowers Lead Borrower may make Restricted Payments pursuant declare and pay dividends with respect to and its capital stock in accordance with stock option plans cash or in other benefit plans for management or employees of the Borrowers and their Subsidiaries property (other than Inventory) so long as, in each case, as (A) no Specified Event of Default exists or would result therefromarise, and (B) on the date of and after giving effect to such dividend, the Excess Availability Threshold is satisfied; (iv) the Lead Borrower may repurchase its equity interests (a “Repurchase”) as long as (A) no Specified Event of Default then exists or, after giving effect to such Repurchase, would arise, and (B) on the date of and after giving effect to such Repurchase, the Excess Availability Threshold is satisfied. (b) No Loan Party willThe Subsidiary Borrowers will not at any time, nor and will it not permit any Subsidiary to, of their Subsidiaries to make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except: (i) required payments of principal and interest as and when due in respect of any Indebtedness permitted under Section 6.01; (ii) refinancings of Indebtedness to the extent permitted by Section 6.01; and (iii) optional prepayments, redemptions, retirements, acquisition, cancellation or termination of Indebtedness of any Subsidiary Borrower (collectively, a “Prepayment”) as long as (A) no Default or Event of Default then exists or, after giving effect to such Prepayment, would arise; and (B) on the date of and after giving effect to such Prepayment, the Excess Availability Threshold is satisfied. (c) After the occurrence and during the continuation an Event of Default under Section 7.01(h) or Section 7.01(i) hereof, the Lead Borrower will not at any time, make or agree to pay or make, directly or indirectly any payment or other distribution (whether in cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except (i) payment required payments of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled principal and interest and principal payments as and when due in respect of any permitted Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), (iii) and refinancings of Indebtedness to the extent permitted by Section 6.01, (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsIndebtedness.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary of its Subsidiaries to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, Payment or incur any obligation obligation, (contingent or otherwise) to do so so, except (i) any Borrower, any Loan Party or any Subsidiary the Borrower may declare and pay non-cash dividends or distributions with respect to its capital stock payable solely in its stock, or split-ups or reclassifications additional shares of its stock, common stock and (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Intereststhe Borrower or any Guarantor, and (iii) the Borrowers any Subsidiary of CoolCast may make Restricted Payments pursuant declare dividends payable to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefromCoolCast. (b) No Loan Party willThe Borrower will not, nor and will it not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment of any Subordinated Indebtedness), ; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, 8.01; (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent Indebtedness, provided that such sale or transfer is otherwise permitted by the terms this Agreement; (v) payment or prepayment of Section 6.05. AdditionallyCapital Lease Obligations, so long as no Event Default is existing or would result therefrom; and (vi) payment when due of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsobligations under Hedging Agreements.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (i) any Borrower, any each of the Loan Party or any Subsidiary Parties may declare and pay non-cash dividends or distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or split-ups or reclassifications in shares of its common stock, (ii) any Borrower Loan Party may make Restricted Payments to another Loan Party, (other than ServiceSource International, Inc.iii) any Subsidiary of the Company that is not a Loan Party may make Restricted Payments to any Loan Party or any other Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interestsof the Company that is not a Loan Party, and (iiiiv) the Borrowers may make other Restricted Payments pursuant subject to and in accordance with stock option plans or other benefit plans for management or employees the satisfaction of the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefromPayment Condition. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment 6.01, other than payments in respect of the Subordinated Indebtedness prohibited by the applicable Subordination Agreement or any Subordinated Indebtedness), other subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, ; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (i) any Borrower, any each of the Loan Party or any Subsidiary Parties may declare and pay non-cash dividends or distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or split-ups or reclassifications in shares of its common stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Loan Party may declare and pay cash dividends ratably with respect to their Equity Interestsany other Loan Party and any Subsidiary that is not a Loan Party may declare and pay dividends to any Loan Party, and (iii) the Borrowers Loan Parties may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries its shareholders, so long as, in each case, as (A) the aggregate amount of all such Restricted Payments does not exceed $10,000,000 during any fiscal year and (B) no Default or Event of Default exists or would result therefrom, and (iv) the Loan Parties may make additional Restricted Payments to its shareholders so long as (A) no Default or Event of Default exists or would result therefrom and (B) the pro forma Consolidated Total Leverage Ratio would not exceed 2.50:1.00 (calculated on a pro forma basis as at the end of the most recently ended fiscal quarter for which financial statements are then available after giving effect to such Restricted Payment and any Indebtedness incurred in connection therewith). (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment required payments of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment 6.01, other than payments in respect of any the Subordinated Indebtedness), Indebtedness prohibited by the subordination provisions thereof; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, ; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms.

Restricted Payments; Certain Payments of Indebtedness. ​ ​ (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except so, except: (i) any Borrower, any Loan Party or any Subsidiary Holdings may declare and pay non-cash dividends or distributions with respect to its Qualified Stock payable solely in its stock, or split-ups or reclassifications additional shares of its stockQualified Stock, and, with respect to its Disqualified Stock, payable solely in additional shares of such Disqualified Stock (to the extent permitted under Section 6.01) or in shares of its Qualified Stock; (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Interests, and Qualified Stock; (iii) so long as at the Borrowers time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto no Default or Event of Default then exists or would result therefrom, each Loan Party may make cash payments to (or on behalf of) current and former officers, directors and employees of Holdings and its Subsidiaries to pay tax liabilities incurred by such Persons upon the vesting of Equity Interests of any kind held by such Persons; (iv) so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto no Default or Event of Default then exists or would result therefrom, each Loan Party may purchase or redeem Equity Interests issued by it and held by present or former directors, consultants, officers or employees of any Loan Party or by any Plan 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 all such purchases or redemptions under this clause (iv) shall not exceed an amount in any fiscal year of Holdings equal to the sum of (A) the greater of (x) $1,000,000 and (y) 5.0% of Applicable EBITDA, plus (B) the amount of Net Proceeds contributed to the Loan Parties after the Effective Date that were received by Holdings from sales of Qualified Stock of Holdings to directors, consultants, officers or employees of Holdings or any Subsidiary in connection with permitted employee compensation and incentive arrangements, plus (C) the amount of Net Proceeds of any key-man life insurance policies received by the Loan Parties after the Effective Date that are not required to prepay the Obligations, plus (D) the amount of any cash bonuses otherwise payable after the Effective Date to members of management, directors or consultants of Holdings or any Subsidiary that were foregone in return for the receipt of Qualified Stock, in each case for the foregoing clauses (B), (C) and (D), to the extent Not Otherwise Applied; (v) each Loan Party may make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Qualified Stock of such Person; and (vi) so long as at the time of making such Restricted Payment and immediately after giving effect (including giving effect on a pro forma basis) thereto no Default or Event of Default then exists or would result therefrom, Holdings may make Restricted Payments Payments, not exceeding $1,000,000 during any fiscal year of Holdings, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers Borrower and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefromthe Subsidiaries. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 6.01, other than payments in respect of Subordinated Indebtedness prohibited by the subordination provisions thereof (excluding payment so long as such subordination provisions are reasonably acceptable to the Administrative Agent at the time of any incurrence or assumption of such Subordinated Indebtedness), ; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, ; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so so, except (i) the Borrower may purchase or redeem its capital stock to satisfy its obligations under any BorrowerSynthetic Purchase Agreement in existence on the date hereof as long as no Default exists or would result therefrom (including, any Loan Party or any Subsidiary Default arising as a result of the violation of Section 7.01), (ii) Subsidiaries may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interestscapital stock, and (iii) the Borrowers Subsidiaries may make Restricted Payments pursuant to and payment in accordance with stock option plans or other benefit plans for management or employees respect of preferred Equity Interest issued under the Borrowers and their Subsidiaries so long as, in each case, no Event permissions of Default exists or would result therefromSection 6.01(b) when such payments become due. (b) No Loan Party willThe Borrower will not, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of Indebtedness created under the Revolver Loan Documents and the Synthetic Real Property Lease; (iii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 Indebtedness, other than payments in respect of the Subordinated Debt prohibited by the subordination provisions thereof; (excluding payment of any Subordinated Indebtedness), (iiiiv) refinancings of Indebtedness to the extent permitted by Section 6.01, (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and ; (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness; and (vi) Subsidiaries may make payment in respect of preferred Equity Interest issued under the permissions of Section 6.01(b) when such payments become due. (c) Neither the Borrower nor any Subsidiary shall enter into or be party to, or make any payment under, any Synthetic Purchase Agreement unless (i) in the case of any Synthetic Purchase Agreement related to any Equity Interest, (A) the payments required to be made thereunder are limited to the $1,000,000 and (B) the obligations of the Borrower and the Subsidiaries thereunder are subordinated to the Indebtedness and other obligations arising hereunder and under the other Loan Documents on terms satisfactory to the Required Lenders and (ii) in the case of any Synthetic Purchase Agreement related to any subordinated Indebtedness, (A) the payments required to be made thereunder are limited to the amount permitted under Section 6.08(b) of this Agreement and (B) the obligations of the Borrower and the Subsidiaries thereunder are subordinated to the Indebtedness and other obligations arising hereunder and under the other Loan Documents to at least the same extent as the subordinated Indebtedness to which such Synthetic Purchase Agreement relates. The Borrower shall promptly deliver to the extent such sale or transfer is permitted by the terms Lender a copy of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their termsany Synthetic Purchase Agreement to which it becomes a party.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor will it permit any Subsidiary to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except so, except: (i) any Borrower, any each of the Loan Party or any Subsidiary Parties may declare and pay non-cash dividends or distributions with respect to its common stock payable solely in additional shares of its common stock, and, with respect to its preferred stock, payable solely in additional shares of such preferred stock or split-ups or reclassifications in shares of its common stock, , (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary Borrowers’ Subsidiaries may declare and pay cash dividends ratably with respect to their Equity Interests, and , (iii) the Borrowers may make Restricted Payments Payments, not exceeding $100,000 during any fiscal year, pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries Subsidiaries, (iv) so long as, in each case, as there exists no Event of Default exists Default, the Borrowers may pay dividends or would result therefrommake distributions to their respective shareholders/members in an aggregate amount not greater than the amount necessary for such shareholders/members to pay their actual state and United States federal income tax liabilities in respect of income earned by the Borrowers after deducting any unused prior losses, and (v) the Borrowers may make other Restricted Payments (including in the form of cash dividends) subject to the satisfaction of each of the Payment Conditions and of the applicable terms and conditions of Sections 6.01 and 6.04. (b) No Loan Party will, nor will it permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, ; (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any Indebtedness permitted under Section 6.01 (excluding payment 6.01, other than payments in respect of any Subordinated Indebtedness), Indebtedness prohibited by the subordination provisions of the applicable Subordination Agreement; (iii) refinancings of Indebtedness to the extent permitted by Section 6.01, ; and (iv) payment of Indebtedness permitted under clause (j) of Section 6.01 and (v) payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so long as no Event of Default has occurred and is continuing, Borrowers shall, no later than September 30, 2018, redeem all of the Convertible Notes in accordance with their terms.

Restricted Payments; Certain Payments of Indebtedness. (a) No Loan Party will, nor ▇▇▇▇▇▇-▇▇▇▇▇▇ will it permit any Subsidiary to, not declare or make, or agree to declare pay or make, directly or indirectly, any Restricted Payment, or incur any obligation (contingent or otherwise) to do so except (i) any Borrower, any Loan Party or any Subsidiary may declare and pay non-cash dividends or distributions payable in its stock, or split-ups or reclassifications of its stock, (ii) any Borrower (other than ServiceSource International, Inc.) or any Subsidiary may declare and pay cash dividends ratably with respect to their Equity Interests, and (iii) the Borrowers may make Restricted Payments pursuant to and in accordance with stock option plans or other benefit plans for management or employees of the Borrowers and their Subsidiaries so long as, in each case, no Event of Default exists or would result therefrom. (b) No The Loan Party willParties will not, nor and will it not permit any Subsidiary to, make or agree to pay or make, directly or indirectly, any payment or other distribution (whether in cash, cash securities or other property) of or in respect of principal of or interest on any Indebtedness, or any payment or other distribution (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 Indebtedness, except except: (i) payment of Indebtedness created under the Loan Documents, (ii) payment of regularly scheduled interest and principal payments as and when due in respect of any permitted Indebtedness incurred subsequent to the commencement of the Proceedings or for payments required or permitted under Section 6.01 to be made pursuant to an order of the Bankruptcy Court in the Proceedings for adequate protection payments pursuant to the Bankruptcy Code; (excluding payment of any Subordinated Indebtedness), (iiiii) refinancings of Indebtedness described in clause (i), above, to the extent permitted by Section 6.01; (iii) payments in an amount not to exceed $2,000,000 to fund a reclamation program, the terms of which are subject to the Agent's reasonable consent. (iv) payment payments of Indebtedness permitted under clause all pre-petition claims (jA) of Section 6.01 authorized by First Day Orders at any time after such First Day Orders are entered by the Bankruptcy Court in the Proceedings, and (vB) payment subject to the entry of secured Indebtedness that becomes due as a result appropriate orders of the voluntary sale or transfer of Bankruptcy Court in the property or assets securing such Indebtedness to the extent such sale or transfer is permitted by the terms of Section 6.05. Additionally, so Proceedings and as long as no Default or Event of Default has occurred and is continuingthen exists or would arise therefrom, Borrowers shall, no later than September 30, 2018, redeem all up to an additional $500,000 during the pendency of the Convertible Notes in accordance with their termsProceedings.