Common use of Restricted Payments; Restrictive Agreements Clause in Contracts

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and (ii) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0002,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, in an amount necessary to pay the Tax liabilities of the common parent (the “Common Parent”) of the consolidated, combined or unitary group of which Borrower is not the common parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings to make Restricted Payments as specified in clause (iv) within 20 days of the receipt thereof and (iv) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, then Holdings may make Restricted Payments to the Common Parent (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by the Common Parent in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of the Common Parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to the Common Parent pursuant to this clause (iv) are used by the Common Parent for the purposes specified herein within 20 days of the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any First Lien Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0002,000,000 in any fiscal year, (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, in an amount necessary to pay the Tax liabilities of the common parent (the “Common Parent”) of the consolidated, combined or unitary group of which Borrower is not the common parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined, or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings to make Restricted Payments as specified in clause (iv) within 20 days of the receipt thereof and (iv) if Borrower is a member of a consolidated, combined or unitary group of which Borrower is not the common parent, then Holdings may make Restricted Payments to the Common Parent (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by the Common Parent in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of the Common Parent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as members of a consolidated, combined or unitary group of which Borrower is the common parent and (B) all Restricted Payments made to the Common Parent pursuant to this clause (iv) are used by the Common Parent for the purposes specified herein within 20 days of the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Term Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as (x) no Event of Default shall have occurred and be continuing and (y) the Borrower shall be in Pro Forma Compliance after giving effect thereto, the Borrower may make Restricted Payments to Holdings in the amounts and at the times necessary to enable Holdings to pay interest in cash on the Holdco Notes, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount (excluding any amount of any such repurchase paid for with the cancellation of Indebtedness of such employee to the Borrower or Holdings, as the case may be) not to exceed $300,000,0003,000,000 in any fiscal year, (iv) the Borrower may, or the Borrower may make distributions to Holdings, so that Holdings may, repurchase or redeem shares of its Equity Interests pursuant to the Borrower's 401(k) plan as in effect on the Closing Date and to the extent required by law, (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings, so the Holdings may, repurchase or redeem shares (including any repurchase or redemption paid for with the cancellation of Indebtedness of the applicable employee to the Borrower or Holdings, as the case may be) of its Equity Interests issued or granted by Holdings to employees (including substantially full-time independent contractors) and held by such employees in an aggregate amount not to exceed $2,500,000 during any fiscal year of the Borrower, provided that any such purchases or redemptions paid for with the cancellation of Indebtedness of employees to the Borrower or Holdings, as the case may be, shall not be limited in amount, (vi) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay actual out-of-pocket general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Tax liabilities directly attributable to (or arising as a result of) the Borrower and the Subsidiaries, (vii) Holdings may issue common stock of Holdings in exchange for stock fund units in the Deferred Compensation Plan pursuant to the Deferred Compensation Plan and (viii) to the extent the Cash Equity Contribution exceeds $98,800,000 then on or prior to August 31, 2001, Holdings may redeem its Equity Interests from RCBA and other stockholders party to a securityholders agreement with RCBA entered into on or prior to the Closing Date in an amount not greater than the Net Cash Proceeds received by Holdings after the Closing Date and prior to August 3, 2001 from Equity Issuances pursuant to the Employee Offering Registration Statement to the extent such Net Cash Proceeds were not included in calculating the Cash Equity Contribution. Notwithstanding the foregoing, all Restricted Payments made to Holdings pursuant to clause (ii), (v) or (vi) above will be used by Holdings for the purposes specified herein within 10 Business Days of the receipt thereof or returned to the Borrower. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided PROVIDED that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Senior Subordinated Note Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that , PROVIDED such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.06(b), (F) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens on, Equity Interests owned by the Borrower or any Subsidiary in any joint venture or similar enterprise that is not a Subsidiary contained in the constitutive documents of such joint venture or enterprise, and (FG) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) Parent may distribute the Equity Interests of a Spinout Subsidiary pursuant to a Spinout Transaction; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, repurchase its Equity Interests owned by employees current or former employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of Parent, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00030,000,000 in any fiscal year plus (to the extent not previously used) the net cash proceeds received by the Borrower in respect of any issuance of Equity Interests to employees or directors after the Closing Date, including payments in connection with the exercise of stock options; (iv) the Borrower may make Restricted Payments to Parent (x) to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business (including legal, accounting and similar expenses) and expenses necessary to maintain its status as a publicly held corporation, and (y) in an amount necessary to pay the Tax liabilities of Parent; provided, however, that all Restricted Payments made to Parent pursuant to this clause (iii) are used by Parent for the purposes specified herein within 20 days of the receipt thereof; (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate principal amount from the date hereof not to exceed $400,000,000 less the amount of payments made pursuant to Section 6.09(c)(i); provided that no such amounts in excess of $200,000,000 may be declared or paid unless the Borrower shall have received in writing, prior to effecting any such declaration or payment, a Ratings Agency Confirmation in respect of such Restricted Payment, and shall have furnished such Ratings Agency Confirmation to the Administrative Agent; and (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Parent, the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or the Senior Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) contained in any agreement relating to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the agreements governing the same and (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity; and (y) clause (i) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restricted Payments; Restrictive Agreements. (a) Declare No Group Member will declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary of Holdco’s Subsidiaries may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower Holdco may, or may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees employees, officers, directors or consultants of the Borrower Holdings, Holdco or the Subsidiaries or make payments to employees employees, officers, directors or consultants of the Borrower Holdings, Holdco or the Subsidiaries upon termination of employment in connection with the exercise of stock optionsoptions (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death death, disability, retirement or disability termination of such employees in an aggregate amount not to exceed $300,000,00065,000,000 in aggregate (plus the amount of Net Cash Proceeds (x) received by Holdco subsequent to the Closing Date from sales of Equity Interests of Holdco or, to the extent contributed to Holdco, any of Holdco’s direct or indirect parents, to directors, consultants, officers or employees of Holdco, any of its Subsidiaries or any direct or indirect parent of Holdco in connection with permitted employee compensation and incentive arrangements and (y) of any key-man life insurance policies received by Holdco or its Subsidiaries), (iii) Holdco may make Restricted Payments to Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 6.05(i) for such purposes, $1,000,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Holdings’ Tax liabilities (in an assumed amount equal to the hypothetical tax liability of the holders of Equity Interests in Holdings, calculated at the maximum combined net Federal, State and local income tax rate applicable to any holder of an Equity Interest in Holdings, in respect of the net taxable income of the Holdco Group); provided that all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 25 days of the receipt thereof, (iv) Holdco may declare and pay dividends or make other distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests; provided that such additional Equity Interests shall not have any mandatory redemption or similar provisions, (v) Holdings and its Subsidiaries may make non-cash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants, (vi) any Group Member may make Restricted Payments if (x) both immediately before and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing and (y) the Total Net Leverage Ratio measured at the time of the making of any such Restricted Payment, but immediately after giving effect thereto and determined on a Pro Forma Basis after giving effect thereto, is equal to or less than 1.25 to 1.00 and (vii) so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Borrower is in compliance, on a Pro Forma Basis, with the covenant set forth in Section 6.11 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered pursuant to Section 5.01, any Group Member may make Restricted Payments in an aggregate amount that does not exceed the Applicable Amount as in effect immediately prior to the time of making of such Restricted Payment. (b) Enter intoThe Borrower will not, incur and Holdco will not permit any of its Subsidiaries to, create or otherwise cause or permit to exist or become effective any agreement contractual encumbrance or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) restriction on the ability of any Restricted Subsidiary to of Holdco to: (i) pay dividends or make any other distributions with respect to any of its Equity Interests to any Group Member, (ii) pay any Indebtedness or other obligations owed to any Group Member, (iii) make or repay any loans or advances to the Borrower any Group Member; or (iv) transfer any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the its property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions any Group Member, in leases and other contracts restricting the assignment thereofeach case, except for Permitted Restrictions.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower PALCO may, or may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of the Borrower Holdings, PALCO or the Subsidiaries or make payments to employees of the Borrower Holdings, PALCO or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed for all of this clause (ii) $300,000,000250,000 in any fiscal year, (iii) the Borrowers may make Restricted Payments to Holdings (x) in amount not to exceed $25,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrowers and the Subsidiaries; provided that (A) the amount of such dividends pursuant to clause (iii)(y) shall not exceed the amount that the Borrowers and the Subsidiaries would be required to pay in respect of Federal, State and local Taxes were the Borrowers and the Subsidiaries to pay such Taxes as stand-alone taxpayers and (B) all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 20 days of the receipt thereof and (iv) consummate transactions pursuant to the agreements listed on Schedule 6.07 (other than the declaration of payment of a dividend or similar payment) consistent with past practices. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets intended to serve as Collateral, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other SubsidiaryLoan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, that is not a Loan Party (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by the Revolving Credit Agreement and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may (x) make Restricted Payments in an aggregate amount after the Closing Date not to exceed $15,000,000, (y) if at the end of any fiscal year, commencing with the fiscal year ending on or around June 30, 2007, the Senior Secured Leverage Ratio was less than 2.25 to 1.0, make Restricted Payments during the following fiscal year in an aggregate amount not to exceed 50% of Excess Cash Flow for the fiscal year then ended so long as, after giving effect to any such Restricted Payment, the Senior Secured Leverage Ratio would be less than 2.25 to 1.0 and (z) repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0008,000,000 in any fiscal year, plus the amount of cash received by the Borrower during such fiscal year from insurance proceeds paid in respect of the death or disability of any employee or director of Holdings, the Borrower or any Subsidiary, (iii) the Borrower may make Restricted Payments or make loans and advances to Holdings (x) in an amount not to exceed $1,500,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business; provided that any such amount not so utilized may be carried forward to the next fiscal year, and (y) in an amount necessary to make Tax Payments directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower to pay such taxes as a stand-alone taxpayer and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings for the purposes specified herein within 30 days of the receipt thereof, (iv) so long as no Default or Event of Default shall have occurred and be continuing, the Borrower may make payments to Holdings in an aggregate amount not to exceed $5,000,000 in any calendar year (with unused amounts in any calendar year being carried over to the next succeeding calendar year subject to a maximum of $10,000,000 in any calendar year) to be used solely to redeem, purchase or otherwise acquire warrants outstanding on the Closing Date, to acquire capital stock of Holdings; provided, however, that such payments shall not be made prior to September 29, 2008 and (v) the Loan Parties may provide reasonable compensation, customary employee benefit arrangements and indemnities for their respective directors. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any refinancing thereof, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Indebtedness, Capital Lease Obligations, Synthetic Lease Obligations or obligations in respect of the Sale/Leaseback Transaction, in each case permitted by this Agreement Agreement, if such restrictions or conditions apply only to the property or assets securing such Indebtedness or subject to such lease and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Restricted Subsidiary of the Borrowers may declare and pay dividends or make other distributions ratably to its equity holders and (so long as, to the extent such Subsidiary is not a wholly owned Subsidiary, such dividends or distributions are made on a pro rata basis), (ii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Borrowers or any Subsidiary may, or the Borrowers or any Restricted Subsidiary may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by current or former directors, officers, employees or consultants of Holdings, the Borrowers or the Restricted Subsidiaries or any estate, family member of, or trust or other entity for the benefit of, any of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries foregoing persons upon termination of employment employment, in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans plans, in connection with the exercise of rights by Holdings or any Restricted Subsidiary under any agreement with any such current or former directors, officers, employees or consultants or in connection with the death or disability of such current or former directors, officers, employees or consultants, in an aggregate amount for all such repurchases not to exceed $1,000,000 in any fiscal year but not more than $5,000,000 in the aggregate plus the cash proceeds of key man life insurance policies received by the Borrowers after the Closing Date less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (a)(ii), (iii) Holdings, the Borrowers and each Restricted Subsidiary may declare and pay dividends payable solely in shares of common stock or other Qualified Capital Stock of Holdings, the Borrowers or such Restricted Subsidiary, (iv) Holdings may purchase, repurchase, defease, acquire or retire for value the capital stock of Holdings or options, warrants or other rights to acquire such capital stock solely in exchange for, or out of the proceeds of the sale of (so long as such purchase, repurchase, redemption, defeasance, acquisition or retirement is consummated within 60 days of such sale) Qualified Capital Stock of Holdings or options, warrants or other rights to acquire such Qualified Capital Stock, (v) Holdings may purchase, repurchase, defease or retire for value the capital stock of Holdings or options, warrants or other rights to acquire such capital stock deemed to occur upon the exercise of options, warrants or other rights to acquire such capital stock solely to the extent that shares or options, warrants or other rights to acquire such capital stock represent all or any portion of the exercise price of such options, warrants or other rights to acquire such capital stock, (vi) the making of cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of Holdings shall be permitted, (vii) the Borrowers or any Restricted Subsidiary may make Restricted Payments to Holdings (v) to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such persons shall, promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrowers or a Restricted Subsidiary or (2) the merger, amalgamation, consolidation or sale of all or substantially all assets (to the extent permitted in Section 6.05) of the person formed or acquired into the Borrowers or a Restricted Subsidiary in order to consummate such Investment, in each case, in accordance with the requirements of Section 5.12 and Section 6.04; (w) the proceeds of which shall be used by Holdings to pay costs, fees and expenses related to any equity or debt offering permitted by this Agreement (whether or not successful); (x) to the extent necessary to pay general corporate and overhead expenses incurred by Holdings (including legal, accounting and filing costs), (y) to the extent necessary to pay fees and expenses and (z) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations or income of the Borrowers and the Restricted Subsidiaries; provided, however, that the amount of such dividends made pursuant to subclause (z) above for any taxable period shall not exceed the amount that the Borrowers and the Restricted Subsidiaries would be required to pay in respect of Federal, state, local and non-U.S. Taxes for such period, taking into account any available net operating loss carryovers or other tax attributes of the Borrowers and the Restricted Subsidiaries, were the Borrowers and the Restricted Subsidiaries to pay such Taxes as stand-alone taxpayers; (viii) Holdings, the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments, in an amount not to exceed the Available Basket Amount immediately prior to the time such Restricted Payment is paid, shall be permitted; provided that (x) no Default or Event of Default has occurred and is continuing at the time of any such Restricted Payment or would result therefrom and (y) the Total Net Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, prior to the date of the execution of the definitive agreement governing such Restricted Payment shall not exceed 2.50 to 1.00; (ix) Holdings, the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments in an amount not exceeding 6.0% per annum of the Net Cash Proceeds that Holdings, the Borrowers and its Subsidiaries actually receive as a result of the consummation of the Acquisition and are not used to pay the Acquisition Consideration or the Transaction Costs; provided that such amount shall automatically increase in any year by the amount of Restricted Payments permitted, but not made, pursuant to this clause (ix) for any prior year or years during the term of this Agreement; (x) the Borrowers may make Restricted Payments to Holdings the proceeds of which shall be used by Holdings to repurchase Equity Interests of Holdings from the Investors in an aggregate amount not to exceed $300,000,00035,000,000; provided that (i) Holdings, the Borrowers and Restricted Subsidiaries shall be in compliance with Section 6.10 as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, prior to the date of such Restricted Payment, (ii) the Liquidity Amount shall be greater than $75,000,000 and (iii) no Default or Event of Default has occurred and is continuing at the time of any such Restricted Payment or would result therefrom; (xi) Holdings, the Borrowers and the Restricted Subsidiaries may make any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 6.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made and (xii) Holdings, the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments with any cash received by Holdings, which is contributed as common equity to the U.S. Borrower, as the exercise price in connection with an exercise of warrants or options with respect to Equity Interests of Holdings by the holders of such warrants or options. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Borrowers or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary of the Borrowers to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan DocumentDocument or documentation relating to the Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (C) [reserved], (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting subleasing or the assignment thereof, (F) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under this Agreement pending the consummation of such sale, (G) the foregoing shall not apply to restrictions or conditions arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred by Section 6.01 if such restrictions or conditions taken as a whole are no more onerous to the Borrowers or the Restricted Subsidiaries than the terms of this Agreement, (H) the foregoing shall not apply to any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Borrowers or any Restricted Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any person, or the properties of any person, other than the person or the properties or assets of the person so acquired as long as such agreement or instrument was not entered into in contemplation of the acquisition of such assets, (I) the foregoing shall not apply to any restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (J) the foregoing shall not apply to any provisions in joint venture agreements (relating solely to the respective joint venture) entered into in the ordinary course of business, (K) the foregoing shall not apply to customary non-assignment provisions in leases, contracts, licenses and other agreements, (L) the foregoing shall not apply to any agreement in effect at the time a person becomes a Restricted Subsidiary of the Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Borrowers, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Restricted Subsidiary, or the property or assets of the Restricted Subsidiary, so acquired and (M) the foregoing shall not apply to customary restrictions that arise in connection with any Lien permitted by Section 6.02 or any document in connection therewith provided that such restriction relates only to the property subject to such Lien (and any proceeds and products thereof).

Restricted Payments; Restrictive Agreements. (a) Declare or makeMake, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that (i) any Restricted Subsidiary (other than the Borrower) may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings so that Holdings may repurchase its Equity Interests owned by employees of Holdings, the Borrower or the other Subsidiaries or make payments to employees of Holdings, the Borrower or the other Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0001,500,000 in any such fiscal year of the Borrower, such amounts not used in any fiscal year may be carried forward to the subsequent fiscal year, (iii) the Borrower may make Restricted Payments to Holdings in the amount necessary to allow Holdings to make payments permitted by Sections 6.07(g), (h) and (i), (iv) Restricted Payments constituting IPO Reorganization Transactions, (v) the Borrower may make Restricted Payments to Holdings in an amount equal to the Available Amount; provided that, with respect to Restricted Payments made using the Cumulative Retained Excess Cash Flow Amount, (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) on a pro forma basis after giving effect to such Restricted Payment and any pro forma adjustments described in Section 1.03, the Total Leverage Ratio is equal to or less than 2.70 to 1.00, (vi) the Borrower and its Restricted Subsidiaries may make dividends and other distributions in order to consummate the Transactions, (vii) the Borrower and its Restricted Subsidiaries may make Restricted Payments to the extent necessary to permit Holdings or any Parent Company to pay (1) general administrative costs and expenses (including corporate overhead, legal or similar expenses and customary salary, bonus and other benefits payable to directors, officers, employees, members of management, managers or consultants of any Parent Company) and franchise fees and Taxes and similar fees, Taxes and expenses required to maintain the organizational existence of such Parent Company, in each case, which are reasonable and customary and incurred in the ordinary course of business, (2) any reasonable and customary indemnification claims made by directors, officers, members of management, managers, employees or consultants of any Parent Company, in each case, to the extent attributable to the ownership or operations of the Borrower, any Parent Company (but excluding, for the avoidance of doubt, the portion of any such amount, if any, that is attributable to the ownership or operations of any Subsidiary of Holdings or any Parent Company other than the Borrower or its Restricted Subsidiaries), or the other Restricted Subsidiaries, (3) fees and expenses related to debt or equity offerings, investments or acquisitions (whether or not consummated) and (4) after the consummation of a Qualified Public Offering, Public Company Costs, in each case attributable to the investment in the Borrower and the other Restricted Subsidiaries (and Unrestricted Subsidiaries, to the extent of cash received from such Unrestricted Subsidiaries for payment thereof by the Borrower), (viii) after the consummation of a Qualified Public Offering, the Borrower may make Restricted Payments, so that the Borrower (or its Parent Company) may pay dividends, in an aggregate amount per annum not to exceed the greater of (x) 6.0% of the net proceeds received by the Borrower in such Qualified Public Offering and (y) 5.0% of the Borrower’s (or its Parent Company’s) market capitalization, so long as no Event of Default has occurred and is continuing, (ix) other such Restricted Payments, not to exceed in the aggregate the greater of (x) $15,000,000 and (y) 16.5% of Consolidated EBITDA for the most recently ended Test Period, provided that no Event of Default shall have occurred and be continuing or would result therefrom, and (x) the Borrower and its Restricted Subsidiaries may make Restricted Payments so long as (1) no Event of Default shall have occurred and be continuing or would result therefrom and (2) on a pro forma basis after giving effect to such Restricted Payment and any pro forma adjustments described in Section 1.03, the Total Leverage Ratio is equal to or less than 1.75 to 1.00. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any other Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any the Borrower or other Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; provided further that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment or financing thereof, (E) the foregoing shall not apply to restrictions set forth in any agreement evidencing Indebtedness of a Restricted Subsidiary that is not a Loan Party permitted by Section 6.01, (F) the foregoing shall not apply to restrictions that are assumed in connection with any acquisition of property or the Equity Interests of any person, so long as the relevant encumbrance or restriction relates solely to the person and its subsidiaries (including the Equity Interests of the relevant person) or property so acquired and was not created in connection with or in anticipation of such acquisition, (G) the foregoing shall not apply to restrictions that are imposed by customary provisions in partnership agreements, limited liability company organizational governance documents, joint venture agreements and other similar agreements, in each case, with respect to any Restricted Subsidiary that is not a Wholly-Owned Subsidiary, that prohibit or restrict the pledge or transfer of ownership interests in the relevant Restricted Subsidiary, (H) the foregoing shall not apply to restrictions arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred after the Closing Date if the relevant restrictions, taken as a whole, are not materially less favorable to the Lenders than the restrictions contained in this Agreement, taken as a whole (as determined in good faith by the Borrower), and (I) the foregoing shall not apply to restrictions set forth in documents which exist on the Closing Date and were not created in contemplation thereof (and any amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing of any such document so long as such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing is, in the good faith judgment of the Borrower, no more restrictive, taken as a whole, than those in existence prior to such amendment, modification, restatement, renewal, supplement, refunding, replacement or refinancing).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase AgreementAgreement but excluding any Restricted Payment made to consummate the Transactions), or incur any obligation (contingent (unless the contingency is the repayment of the Obligations or receipt of consent from the requisite lenders under this Agreement) or otherwise) to do so; provided that provided, however, that: (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, Holdings may (and the Borrower may make distributions to Holdings to enable Holdings to repurchase its or make distributions to Parent to enable it to) repurchase Equity Interests of Holdings or Parent owned by employees of Holdings or Parent, the Borrower or the Subsidiaries or make payments to employees of Holdings or Parent, the Borrower or the Subsidiaries upon termination of employment of such employees (including as a result of retirement or severance) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year (it being agreed that (A) any amount not utilized in any fiscal year may be carried forward and utilized in any subsequent fiscal year, (B) such amount shall be increased by the amount of cash proceeds received by Holdings from the sale of Equity Interests of Holdings or Parent to such employees after the Closing Date to the extent such proceeds are contributed directly or indirectly to the Borrower as common equity and (C) any proceeds of key man life insurance actually received by the Borrower or Holdings may be used or distributed by the Borrower or Holdings for purposes of such repurchases without regard to such amount); (iii) so long as no Event of Default under clause (b) or (c) of Article VII shall have occurred and be continuing, the Borrower may pay dividends to Holdings to permit Holdings to pay management fees in an aggregate amount not to exceed $3,000,000 per fiscal year; provided, that (a) any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next two succeeding fiscal years and (b) management fees paid pursuant to this clause (iii) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the fiscal year two years prior thereto pursuant to clause (a) above, second, in respect of amounts carried over from the immediately prior fiscal year pursuant to clause (a) above, and, third, in respect of amounts permitted for such fiscal year as provided above; (iv) the Borrower and Holdings may make Restricted Payments to Holdings and/or Parent (x) the proceeds of which shall be applied by Holdings and/or Parent to pay out of pocket general corporate and overhead expenses incurred by Holdings and/or Parent not to exceed $5,000,000 during any fiscal year of the Borrower and (y) in the form of Tax Payments, to the extent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (B) all Restricted Payments made to Holdings and/or Parent pursuant to this clause (iv) are used by Holdings and/or Parent for the purposes specified herein within 20 days of the receipt thereof and (C) in the case of any Restricted Payment made to Holdings pursuant to this clause (iv), Holdings owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Borrower at the time of such Restricted Payment; (v) in addition to the foregoing Restricted Payments and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount not to exceed 100% of Cumulative Excess Cash Flow that is Not Otherwise Applied if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters (after giving pro forma effect to such additional Restricted Payments) was less than 3.25 to 1.00; (vi) Holdings may make Restricted Payments in any fiscal year to the extent made with the proceeds of an incurrence of Indebtedness or equity issuance (so long as such equity issuance is to any person other than a Loan Party) permitted hereunder; and (vii) Holdings, the Borrower and its Subsidiaries may make additional Restricted Payments not in excess of $10,000,000 in the aggregate so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding the foregoing, in the event that the failure to comply with any Financial Performance Covenant is cured through the exercise of the Cure Right set forth in Article VII, Section 6.6(a)(iii), (v) (vi) and (vii) above shall only be available to the Loan Parties if (x) the Required Lenders consent to the relevant Restricted Payment pursuant to Section 6.6(a)(iii), (v), (vi) or (vii) or (y) the Borrower is in compliance with all Financial Performance Covenants for the end of any two consecutive fiscal quarters following the fiscal quarter in which the Borrower exercised its Cure Right. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided provided, that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or the Senior Subordinated Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of stock or assets of a Subsidiary pending such sale; provided that , provided, such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (E) clause (i) and (ii) of the foregoing shall not apply to restrictions and conditions imposed (1) under debt agreements of Foreign Subsidiaries incurred under Section 6.1(h) and Section 6.1(n) or (2) under contracts with customers entered into the ordinary course of business that contain restrictions on cash or other deposits or net worth.

Restricted Payments; Restrictive Agreements. Borrower shall not, and shall not permit any of its Subsidiaries to: (a) Directly or indirectly do any of the following: (i) Declare or makepay any dividend or any other distribution on Capital Stock of Borrower or any of its Subsidiaries or any payment made to the direct or indirect holders (in their capacities as such) of Capital Stock of Borrower or any of its Subsidiaries, CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. including any payment in connection with any merger or agree consolidation involving Borrower or any of its Subsidiaries; provided that any Subsidiary may pay to declare Borrower (x) any dividend or make, directly or indirectlymake any distribution and (y) any payment required in connection with any Permitted Intercompany Transfer, any Restricted Payment (including pursuant to any Synthetic Purchase AgreementIndebtedness permitted under Section 10.05(c), or incur otherwise in a transaction permitted under Section 10.06 . (ii) Redeem any obligation (contingent Capital Stock of Borrower or otherwise) to do soany of its Subsidiaries, including any payment in connection with any merger or consolidation involving Borrower or any of its Subsidiaries but excluding any such Capital Stock held by Borrower or any of its Subsidiaries; provided that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and (ii) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the its Subsidiaries may redeem or make payments repurchase shares of Borrower’s Capital Stock from current or former directors, officers and employees (or their permitted transferees) pursuant to employees of the Borrower or the Subsidiaries upon termination of employment Contracts entered into in connection with the exercise employment or engagement of stock optionsany such director, stock appreciation rights officer or similar equity incentives employee that give Borrower the right to repurchase such shares upon the termination of services at the lower of the original purchase price or equitythe then-based incentives pursuant to management incentive plans or in connection with current fair market value thereof; provided that the death or disability aggregate amount of such employees in an aggregate amount repurchases does not to exceed $300,000,000.[***]; or (iii) Make any capital contributions or payments, whether by way of contribution, loan, advance or otherwise, after the date hereof from Borrower or any of its Subsidiaries to any Person, except for Permitted Investments; (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary of its Subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary of its Subsidiaries to pay dividends or other distributions with respect to any of its Equity Interests Capital Stock or to make or repay loans or advances to the Borrower or any other Subsidiary of Borrower or to Guarantee any Indebtedness of the Borrower or any other SubsidiarySubsidiary of Borrower; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law Law or by any Loan Document, (CB) the foregoing covenant shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary of Borrower pending such sale; sale (provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is otherwise permitted hereunderby this Agreement), (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing covenant shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts Contracts restricting the assignment thereof. (c) Without the prior written consent of Lender, amend, modify, waive or terminate any provision of, or agree or consent to the amendment, modification, waiver or termination of any provision of, the Preferred Stock Voting Agreement. CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Restricted Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders holders; (ii) the purchase, redemption or other acquisition or retirement for value of Equity Interests of the Borrower in connection with issuances of Equity Interests pursuant to employee benefit plans or otherwise in compensation to officers, directors or employees, which purchase, redemption or other acquisition or retirement for value is in order to minimize dilution; provided, however, that the aggregate cash consideration paid for such purchase, redemption, acquisition or retirement for value does not exceed $10,000,000 in any fiscal year; provided, further, that any unused amounts in any fiscal year may be carried forward to one or more future periods subject to a maximum aggregate amount of repurchases made pursuant to this clause (ii) not to exceed $20,000,000 in any fiscal year; (iii) the Borrower may make Restricted Payments so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (iiB) the Borrower shall have a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Revolving Credit Facility and (C) each such Restricted Payment pursuant to this clause (iii) does not exceed the portion of the Available Retained Basket Amount on the date of such Restricted Payment that the Borrower elects to apply to such Restricted Payment pursuant to this Section 6.06(a)(iii), such election to be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such election and the amount thereof elected to be so applied (which amount shall, upon such application, increase the Available Retained Basket Usage Amount); (iv) the Borrower and each Subsidiary of the Borrower may declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests of such Person; (v) the Borrower and each Subsidiary of the Borrower may make Restricted Payments for the cashless exercise of options and warrants in respect of Equity Interests that represent a portion of the exercise price of such options; (vi) so long as no Default or Event of Default shall have occurred or be continuing or result therefrom, the Borrower and each Subsidiary of the Borrower may declare and make regular dividend payments or other distributions, or other Restricted Payments, in an amount not to exceed $30,000,000 in any fiscal year; provided that the amount of payments pursuant to this clause (vi) in respect of any fiscal year commencing with the fiscal year ending on December 31, 2012 shall be increased by an amount equal to unused amount of payments permitted pursuant to this clause (vi) in any preceding fiscal year (the “Restricted Payment Rollover Amount”); provided that any portion of the Restricted Payment Rollover Amount allocated to increase the amount of payments permitted pursuant to this clause (vi) for one fiscal year shall not be allocated to increase the amount of such permitted payments for any other fiscal year; (vii) the Borrower may make Restricted Payments so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) the Borrower may repurchase its Equity Interests owned by employees shall have a minimum of $300,000,000 of cash, Permitted Investments and/or availability under the Borrower or Revolving Credit Facility, (C) after giving effect thereto, the Subsidiaries or make payments to employees Leverage Ratio is below 2.75:1 and (D) the sum of (1) the Borrower or the Subsidiaries upon termination aggregate amount of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives such Restricted Payments pursuant to management incentive plans or in connection with this clause (vii) plus (2) the death or disability of such employees in an aggregate amount of Restricted Prepayments made pursuant to Section 6.09(b)(iii), does not to exceed $300,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) 100,000,000 in the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiaryaggregate; provided that (Ax) any Restricted Payments made pursuant to this clause (vii) shall be applied to increase dollar-for-dollar the Available Retained Basket Usage Amount and (y) such application shall be specified in a written notice of a Financial Officer of the Borrower calculating in reasonable detail the amount of the Available Retained Basket Amount immediately prior to such application and the amount thereof to be so applied; and (viii) the foregoing shall not apply to restrictions Borrower may consummate the Spin-off in accordance with the Distribution Agreement, and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions Borrower and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating its Restricted Subsidiaries may make other Restricted Payments pursuant to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofTransaction Documents.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided that except (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0001,000,000 in any fiscal year; (iii) Restricted Payments from certain Asset Sale proceeds as contemplated by the second sentence of Section 2.13(a), in an amount not to exceed $50,000,000; and (iv) other Restricted Payments in an amount not to exceed the Available Amount (subject to the absence of any Default and the Net Total Leverage Ratio not exceeding 2.50:1.00 on a Pro Forma Basis as of the last day of the most recently completed fiscal quarter ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Dateimposed by law or by any Loan Document, (B) the foregoing shall not apply to restrictions and conditions imposed by law existing on the date hereof as set forth on Schedule 6.07(b) (including any extensions or by any Loan Documentrenewals thereof), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to customary provisions in licenses and sub-licenses restricting the assignment thereof, (E) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EF) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FG) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (H) the foregoing shall not apply to restrictions and conditions contained in the ABL Facility Documentation; (I) the foregoing shall not apply to any agreement or other instrument of a Person acquired by the Borrower or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or in connection therewith), which restriction or condition is not applicable to any Person or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the person and its Subsidiaries, so acquired; (J) the foregoing shall not apply to customary provisions in joint venture agreements, shareholder agreements and similar agreements applicable to joint ventures and other non-wholly owned entities; and (K) the foregoing shall not apply to any restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or other obligations referred to in clauses (A) through (J) above, provided that the restrictions and conditions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of the Borrower no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the applicable contract, instrument or other obligation.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided that except: (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of may, or the Borrower or may make distributions to Holdings so that Holdings may, pay the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees Management Fee in an aggregate amount not to exceed $300,000,0003,000,000 per fiscal year (with unused amounts in any calendar year being carried over to succeeding calendar years subject to a maximum of $10,000,000 per fiscal year); (iii) the Borrower and its Subsidiaries may make Restricted Payments to Holdings, or the Borrower and the Subsidiaries may make distributions to Holdings so that Holdings may make Restricted Payments to its direct or indirect parent, in an amount necessary for Holdings (or the direct or indirect parent of Holdings) to pay, with respect to a particular taxable year, (A) franchise and excise Taxes, and other fees and expenses, required to maintain its organizational existence and privilege of doing business for such taxable year and (B) the consolidated, combined or similar foreign, federal, state and local income and similar Taxes for such taxable year (calculated on a net basis for such taxable year), to the extent that such income Taxes directly result from (or arise as a direct result of the operations of) the Borrower and the Subsidiaries; provided that, the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of foreign, federal, state and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers; (iv) the Borrower may make Restricted Payments to Holdings to the extent necessary to pay general corporate operating costs and overhead expenses incurred by Holdings in the ordinary course of business (including administrative, legal, tax, accounting and similar expenses provided by third parties), Taxes and expenses required to maintain its corporate existence or good standing under applicable law, including directors’ fees and insurance premiums with respect to director liability, incurred in the ordinary course of business; provided that such Restricted Payments are used by Holdings for the purposes specified herein within 20 days of the receipt thereof; (v) Holdings, the Borrower or any of its Subsidiaries may pay cash in lieu of fractional Equity Interests in connection with any dividend, split or combination thereof; (vi) any payments made solely with Qualified Capital Stock of Holdings (or any direct or indirect parent of the Borrowers) or proceeds of a substantially contemporaneous equity contribution to Holdings; and (vii) any payments made in connection with the Transactions on or around the Closing Date or required pursuant to the terms of the Acquisition Agreement. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BI) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CII) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or the assets of the Borrowers or such Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DIII) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any pursuant to Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, under Section 6.01(h) and (EB) clause (i) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (Fy) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (z) customary limitations on the Borrower or any of its Subsidiaries party to a Permitted Securitization Facility that restrict the transfer of the Borrower’s or any such Subsidiary’s interest in accounts receivable (and related supporting obligations and books and records) subject to such Permitted Securitization Facility, (IV) customary restrictions that arise in connection with any Lien permitted pursuant to Section 6.02 and relate to the property subject to such Lien and (V) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04 and applicable solely to such joint venture and its equity entered into in the ordinary course of business.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower PALCO may, or may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of the Borrower Holdings, PALCO or the Subsidiaries or make payments to employees of the Borrower Holdings, PALCO or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed for all of this clause (ii) $300,000,000250,000 in any fiscal year, (iii) the Borrowers may make Restricted Payments to Holdings (x) in amount not to exceed $25,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrowers and the Subsidiaries; provided that (A) the amount of such dividends pursuant to clause (iii)(y) shall not exceed the amount that the Borrowers and the Subsidiaries would be required to pay in respect of Federal, State and local Taxes were the Borrowers and the Subsidiaries to pay such Taxes as stand-alone taxpayers and (B) all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 20 days of the receipt thereof and (iv) consummate transactions pursuant to the agreements listed on Schedule 6.07 (other than the declaration of payment of a dividend or similar payment) consistent with past practices. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets intended to serve as Collateral, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other SubsidiaryLoan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, that is not a Loan Party (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by the Term Loan Agreement and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided that so except: (i) any Subsidiary may declare and pay dividends or make other distributions Restricted Payments ratably to its equity holders and holders; (ii) Holdings and its Subsidiaries may declare and make Restricted Payments payable solely in the Equity Interests (other than Disqualified Equity Interests) of such person; (iii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make Restricted Payments with the Net Cash Proceeds received from any issuance by Holdings of its Equity Interests (other than Disqualified Equity Interests) to the extent Not Otherwise Applied; (iv) on the Closing Date, Holdings and its Subsidiaries may consummate the Transaction; (v) to the extent constituting Restricted Payments, Holdings and its Subsidiaries may enter into transactions expressly permitted by Section 6.05 or 6.07; (vi) repurchases of Equity Interests of Holdings deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (vii) Holdings may pay for the repurchase, retirement or other acquisition or retirement for value of Equity Interests of Holdings (or may make Restricted Payments to Parent to enable it to repurchase, retire or otherwise acquire or retire for value Equity Interests of Parent) held by any future, present or former director, officer, member of management, employee or consultant of Parent, Holdings or any of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing); provided, that the aggregate amount of Restricted Payments made under this clause (vii) does not exceed in any fiscal year $7,500,000 (with unused amounts in any fiscal year being carried over to the two succeeding fiscal years subject to a maximum (without giving effect to the following proviso) of $15,000,000 in any fiscal year)); and provided, further, that such amount in any fiscal year may be increased by an amount not to exceed (A) the Net Cash Proceeds from the sale of Equity Interests (other than Disqualified Equity Interests) of Holdings (or Parent) to directors, officers, members of management, employees or consultants of Parent, Holdings or of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) that occurs after the Closing Date plus (B) the amount of any cash bonuses otherwise payable to directors, officers, members of management, employees or consultants of Parent, Holdings or any of its Subsidiaries in connection with the Transaction that are foregone in return for the receipt of Equity Interests of Holdings (or Parent) pursuant to a deferred compensation plan of such person (provided, that Consolidated EBITDA is reduced as a result thereof) plus (C) the cash proceeds of key man life insurance policies received by Parent, Holdings, the Borrower or its Subsidiaries after the Closing Date (provided, that Holdings may elect to apply all or any portion of the aggregate increase contemplated by clauses (A), (B) and (C) above in any fiscal year); (viii) the Borrower may repurchase make Restricted Payments to Holdings (and Holdings may make Restricted Payments to Parent): (A) the proceeds of which shall be used by Holdings (or Parent) to (1) pay operating expenses of Parent, Holdings and its Equity Interests owned Subsidiaries incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, plus any reasonable and customary indemnification claims made by directors, officers, members of management, employees or consultants of Parent or Holdings each to the extent attributable to the ownership or operations of the Borrower or and the Subsidiaries and (2) pay its franchise or similar taxes and other similar fees, taxes and expenses required to maintain Holdings’ corporate existence; (B) the proceeds of which will be used by Holdings (or Parent) to make payments Restricted Payments permitted by clause (vii) above; (C) to employees finance any Investment permitted to be made pursuant to Section 6.04; provided, that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) Holdings (or Parent) shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrower or one of its Subsidiaries or (2) the merger (to the extent permitted in Section 6.05) of the person formed or acquired into the Borrower or one of its Subsidiaries upon termination in order to consummate such Permitted Acquisition; (D) the proceeds of employment which shall be used by Holdings (or Parent) to pay fees and expenses related to any unsuccessful equity or debt offering permitted by this Agreement; (E) the proceeds of which shall be used to make cash payments in lieu of issuing fractional shares in connection with the exercise of stock optionswarrants, stock appreciation rights options or similar equity incentives other securities convertible into or equity-based incentives exchangeable for Equity Interests of Holdings (or Parent) or its Subsidiaries; (F) the proceeds of which shall be used by Holdings (or Parent) to pay customary salary, bonuses and other benefits payable to officers and employees of Holdings (or Parent) to the extent such salaries, bonuses and other benefits are directly attributable and reasonably allocated to the operations of the Borrower and the Subsidiaries; (G) the proceeds of which shall be used by Holdings (or Parent) to pay amounts owing pursuant to management incentive plans the Sponsor Agreement, tax sharing agreements, and other amounts of the type described in Section 6.07, in each case to the extent the applicable payment would be permitted under Section 6.07 if such payment were to be made by the Borrower or its Subsidiaries; (H) the proceeds of which are used to make Tax Distributions; (I) the proceeds of which are used to make Specified Tax Payments; and (ix) in connection with addition to the death or disability foregoing, so long as no Event of such employees Default has occurred and is continuing, Holdings may make other Restricted Payments in an aggregate amount not to exceed $300,000,000exceeding applicable CECF Percentage of the Cumulative Excess Cash Flow that is Not Otherwise Applied. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon upon: (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that provided, that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, to (B1) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Document or the First Lien Credit Agreement, (C2) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale an Asset Sale of a Subsidiary or any property pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or property that is to be sold and such sale is permitted hereunder, sold, (D3) the foregoing shall not apply to restrictions and conditions imposed on (x) any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, hereunder or (Ey) clause (i) any Project Subsidiary by the terms of the foregoing shall not apply to documentation governing any Permitted Project Debt of such Project Subsidiary, (4) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (5) are binding on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not entered into solely in contemplation of such person becoming a Subsidiary, (6) restrictions and conditions imposed by the terms of the documentation governing any Indebtedness of a Subsidiary of the Borrower that is not a Loan Party, which Indebtedness is permitted by Section 6.01, (7) are customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04 or to D&W Railroad, LLC (Fso long as it is not a wholly owned Subsidiary) and applicable solely to such joint venture entered into in the ordinary course of business or to D&W Railroad, LLC (so long as it is not a wholly owned Subsidiary), and (8) are negative pledges and restrictions on Liens in favor of any holder of Indebtedness permitted under Section 6.01 but only if such negative pledge or restriction expressly permits Liens for the benefit of the Administrative Agent and/or the Collateral Agent and the Lenders with respect to the credit facilities established hereunder and the Obligations under the Loan Documents on a senior basis and without a requirement that such holders of such Indebtedness be secured by such Liens equally and ratably or on a junior basis; and (B) clause (i) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) the Borrower and any Restricted Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, Holdings, Parent or the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar its equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees holders in an aggregate amount not to exceed the sum of (A) $300,000,0002,000,000 during any fiscal year; provided that any unused amounts in any fiscal year shall be permitted to be carried over to subsequent fiscal years; provided that the amount expended in any fiscal year shall first be deemed to be from the amount allocated to such fiscal year (without giving effect to any amounts carried over from prior fiscal years) and then from the amount carried over to such fiscal year plus (B) the proceeds of any key man life insurance received during such fiscal year, (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, (A) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, purchase, redeem or otherwise acquire or retire for value Equity Interests of Holdings, Parent or the Borrower deemed to occur upon the exercise of stock options, warrants, rights to acquire Equity Interests or other convertible securities to the extent such Equity Interests represent a portion of the exercise or exchange price thereof and (B) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, purchase, redeem or otherwise acquire or retire for value Equity Interests of Holdings, Parent or the Borrower made in lieu of withholding taxes in connection with any exercise or exchange of stock options, warrants or other similar rights; (iv) Parent may make a Restricted Payment to Holdings to allow Holdings to, and Holdings may, make Restricted Payments in cash in lieu of fractional Equity Interests of Holdings, Parent or the Borrower; provided that the amount of cash paid by Holdings, Parent or the Borrower in lieu of fractional Equity Interests of the Borrower shall not exceed $500,000 in the aggregate; (v) Parent may make a Restricted payment to Holdings to allow Holdings to, and Holdings may, make the 2014 Distribution on the Closing Date; (vi) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom and the Total Leverage Ratio would not exceed 4.75 to 1.00 on a pro forma basis after giving effect to such Restricted Payment tested as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b), Holdings, Parent, the Borrower and any Restricted Subsidiary may make Restricted Payments from the Available Amount; provided that Restricted Payments may be made pursuant to clause (a)(i) of the definition of Available Amount so long as the Total Leverage Ratio would not exceed 5.50 to 1.00 on a pro forma basis after giving effect to such Restricted Payment tested as of the most recently ended fiscal quarter for which financial statements have been delivered pursuant to Section 5.04(a) or 5.04(b); and (vii) Holdings and Parent may make Permitted Tax Distributions. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower any Loan Party or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Restricted Subsidiary by the terms of any Indebtedness of such Foreign Restricted Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (F) clause (i) of the foregoing shall not apply to customary restrictions and conditions contained in contractual obligations governing Indebtedness permitted pursuant to Section 6.01(b), (f), (g), (h), (l) or (s), provided that such limitations shall not restrict the Loan Parties’ ability to grant liens on the Collateral pursuant to the Security Documents, impair the rights or benefits of the Secured Parties in any Collateral or otherwise impair the ability of the Loan Parties to perform their obligations under the Loan Documents; (G) the foregoing clause (i) shall not apply to customary restrictions and conditions contained in agreements relating to a merger of the Borrower permitted hereunder pursuant to Section 6.09(b)(ii) pending such merger, provided that such limitations shall not restrict the Loan Parties’ ability to grant liens on the Collateral pursuant to the Security Documents, impair the rights or benefits of the Secured Parties in any Collateral or otherwise impair the ability of the Loan Parties to perform their obligations under the Loan Documents; and (H) the foregoing shall not apply to restrictions and conditions in effect on the Closing Date as shown on Schedule 3.10 (and any renewal, extension or replacement therefor so long as such renewal, extension or replacement does not expand the scope of any applicable restriction or condition).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders holders, (ii) the Borrower may perform its obligations under the Redemption Agreement, (iii) Restricted Payments may be made as required by the ESOP Plan Documents or by Section 401(a)(28) of the Code or any substantially similar requirement of law and (iiiv) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, other Restricted Payments may be made so long as at the time of such Restricted Payment the Borrower delivers to the Administrative Agent a certificate of a Financial Officer certifying that such Restricted Payment is then permitted by the Senior Secured Notes Indenture as in effect on the Closing Date (accompanied by reasonably detailed calculations showing the same) and, after giving effect thereto, there would be at least $10,000,000 of unused and available Revolving Credit Commitments. Notwithstanding the foregoing, except for up to $3,600,000 of Special Diversification Payments for which the Borrower has received notice prior to the Closing Date (which may repurchase its Equity Interests owned be paid after the Closing Date if then permitted by employees clause (iv) of the Borrower or the Subsidiaries or make payments to employees of preceding sentence), the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount shall not to exceed $300,000,000make any Special Diversification Payments. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness Obligations of the Borrower or any other SubsidiaryLoan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by contained in the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunderSenior Secured Notes Documents, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0002,000,000 in any fiscal year (provided, however, that such amount shall be increased by the amount of cash proceeds received by Holdings from the sale of Equity Interests of Holdings to such employees after the Closing Date to the extent such proceeds are contributed directly or indirectly to the Borrower as common equity), (iii) Holdings may, and the Borrower may make distributions to Holdings so that Holdings may, acquire the Offer to Purchase Shares pursuant to the Self Tender, (iv) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $250,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers and (B) all Restricted Payments made to Holdings pursuant to this clause (iv) are used by Holdings for the purposes specified herein within 20 days of the receipt thereof and (v) so long as no Event of Default or Default shall have occurred and be continuing or result therefrom, Holdings and the Borrower may make other Restricted Payments under this clause (v) in an amount not to exceed the sum of (a) $20,000,000 and (b) 50% of Cumulative Consolidated Net Income (or, in the case Cumulative Consolidated Net Income at the time of determination is a deficit, minus 100% of such deficit), less (c) the aggregate amount of all Restricted Payments made since the Closing Date pursuant to this clause (v). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to, or to transfer any of its property or assets to, the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04 and applicable solely to such joint venture entered into in the ordinary course of business, (D) the foregoing shall not apply to customary restrictions and conditions imposed on contained in any Foreign Subsidiary by agreement relating to an Asset Sale permitted under Section 6.05 pending the terms of any Indebtedness consummation of such Foreign Subsidiary permitted Asset Sale to be incurred hereunderthe extent such restrictions and conditions apply only to the assets subject to such Asset Sale, (E) the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to Indebtedness permitted under Section 6.01(l) so long as such restrictions or conditions are no more restrictive than those contained in this Agreement, (F) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FG) clause (i) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent (unless the contingency is the repayment of the Obligations or receipt of consent from the requisite lenders under this Agreement) or otherwise) to do so; provided that provided, however, that: (i) any direct or indirect wholly owned Domestic Subsidiary of the Borrower and any Foreign Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests of the Borrower owned by past or present officers, directors or employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment of such employees (including as a result of retirement or severance) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year (it being agreed that any amount not utilized in any fiscal year may be carried forward and utilized in the immediately following fiscal year and that any amount spent in any fiscal year shall be deemed to utilize any such carried forward amount first); (iii) the Borrower may make Restricted Payments to fund amounts payable to any participant in any Plan of the Borrower or the Subsidiaries upon the termination of the employment of such participant in an amount not to exceed $1,000,000 in any fiscal year of the Borrower; (iv) in addition to the Restricted Payments in clauses (i)-(iii) above, the Borrower and its Subsidiaries may make additional Restricted Payments (including Restricted Payments similar or dissimilar to those in clauses (i) through (iii) above); provided, that (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) after giving effect to any such Restricted Payment on a Pro Forma Basis, the Borrower is in Pro Forma Compliance; and Notwithstanding the foregoing, in the event that the failure to comply with any Financial Performance Covenant is cured through the exercise of the Cure Right set forth in Article IX, Sections 8.06(a)(iii) and (iv) above shall only be available to the Loan Parties if (x) the Required Lenders consent to the relevant Restricted Payment pursuant to Section 8.06(a)(iii) and (iv) or (y) the Borrower is in compliance with the Financial Performance Covenants as of the end of any two consecutive fiscal quarters following the fiscal quarter in which the Borrower exercised its Cure Right. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided provided, that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of stock or assets of a Subsidiary pending such sale; provided that , provided, such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and subject to the obligations of the Borrower under Section 7.09(b) hereof, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (E) clause (i) and (ii) of the foregoing shall not apply to restrictions and conditions imposed (1) under Indebtedness of Foreign Subsidiaries incurred under Section 8.01 or (2) under contracts with customers entered into the ordinary course of business that contain restrictions on cash or other deposits or net worth.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Restricted Subsidiary of the Lead Borrower may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Lead Borrower may, or the Lead Borrower may make distributions to Holdings (and Holdings may in turn make distributions to the Parent) so that Holdings (or the Parent) may, (A) repurchase its Equity Interests owned by current and former officers, directors, consultants, advisors or employees of the Borrower Parent, Holdings, the Borrowers or the Borrowers’ respective Restricted Subsidiaries or make payments to current and former officers, directors, consultants, advisors or employees of the Borrower Parent, Holdings, the Borrowers or the Borrowers’ respective Restricted Subsidiaries upon termination of employment (x) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to any management incentive plans plan, equity based compensation plan, equity subscription agreement, equity award agreement, shareholders’ or members’ agreement or other similar agreement, plan or arrangement (including, without limitation, redemptions or repurchases of Equity Interests in consideration of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing)) or (y) in connection with the retention, promotion, separation from service, death or disability of such employees individuals, in an aggregate amount for subclauses (x) and (y) of this clause (ii) not to exceed $300,000,0005,000,000 in any fiscal year with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $10,000,000 in any fiscal year and (B) make other Restricted Payments in an aggregate amount for this subclause (B) not to exceed $15,000,000 in any fiscal year; (iii) the Lead Borrower may make Restricted Payments to Holdings (and Holdings may in turn make Restricted Payments to the Parent) in order to allow Holdings and/or the Parent to (x) pay Holdings and/or the Parent’s administrative expenses and corporate overhead, franchise fees, public company costs (including SEC fees and auditing fees) and customary director fees, (y) pay premiums and deductibles in respect of directors and officers insurance policies and excess liability policies obtained from third-party insurers, provided that, with respect to subclauses (x) and (y), during any Fiscal Year during which the Parent carried on any business other than the ownership of the equity in Holdings, the Lead Borrower may only make Restricted Payments to Holdings (and Holdings may in turn make Restricted Payments to the Parent) only in respect of those administrative expenses and corporate overhead, franchise fees, public company costs (including SEC fees and auditing fees), customary director fees and premiums and deductibles in respect of directors and officers insurance policies and excess liability policies obtained from third-party insurers reasonably determined by the Lead Borrower to be allocable to Holdings and its Subsidiaries and (z) pay Tax liabilities attributable to Holdings and its subsidiaries in an amount not to exceed the amount of such taxes that would have been payable by Holdings and its subsidiaries on a stand-alone basis (if Holdings had been a corporation and parent of a consolidated group including its subsidiaries for all applicable tax periods ending on the date hereof), provided that (A) any payments made pursuant to this clause (z) in any period that are not otherwise deducted in calculating Consolidated Net Income shall be deducted in calculating Consolidated Net Income for such period (and shall be deemed to be a provision for taxes for purposes of calculating Excess Cash Flow for such period) and (B) all Restricted Payments made to the Parent or Holdings pursuant to this clause (iii) shall be used by Parent or Holdings, as the case may be, for the purposes specified herein within 20 days of the receipt thereof, (iv) the Borrowers and each of their respective Restricted Subsidiaries may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issuance of new common Equity Interests of such Person (other than any such issuance to the Borrowers or their respective Restricted Subsidiaries), (v) Holdings, the Borrowers and the Borrowers’ respective Restricted Subsidiaries may make repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof), the Borrowers or any of the Borrowers’ respective Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represents a portion of the exercise price of such options or warrants, (vi) the Borrowers or any of their respective Restricted Subsidiaries may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrowers or such Restricted Subsidiaries or in connection with any Permitted Acquisition, (vii) the Lead Borrower may make other Restricted Payments to Holdings (and Holdings may in turn make such Restricted Payments to the Parent) in an amount equal to the portion, if any, of the Available Amount Basket on such date that the Lead Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied and including reasonably detailed calculations required to demonstrate compliance with the First Lien Net Leverage Ratio required by clause (B) below; provided, that (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the First Lien Net Leverage Ratio at the time of the making of the applicable Restricted Payment, calculated on a Pro Forma Basis, would be no greater than 3.75:1.00 as of the last day of the Test Period most recently ended prior to such Restricted Payment for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, have been delivered; and (viii) the Lead Borrower may make other Restricted Payments to Holdings (and Holdings may in turn make such Restricted Payments to the Parent) in an amount determined by the Lead Borrower as specified in a written notice of a Responsible Officer of the Lead Borrower including reasonably detailed calculations required to demonstrate compliance with the Total Net Leverage Ratio required by clause (B) below; provided, that (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the Total Net Leverage Ratio at the time of the making of the applicable Restricted Payment, calculated on a Pro Forma Basis, would be no greater than 3.00:1.00 as of the last day of the Test Period most recently ended prior to such Restricted Payment for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, have been delivered. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower Borrowers or any of the Borrowers’ respective Restricted Subsidiary Subsidiaries to create, incur or permit to exist any Lien upon any of its or their property or assets assets, or (ii) the ability of any Restricted Subsidiary of the Lead Borrower to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, any documents relating to any New Incremental Notes, any documents relating to any Extension, any documents relating to any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness and any Subordinated Indebtedness and any refinancing of any of the foregoing, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, hereunder and (ED) clause (i) of the foregoing shall not apply to (w) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (Fx) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof,(y) restrictions and conditions existing on the Closing Date and identified on Schedule 6.06 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition) and (z) restrictions and conditions contained in documents relating to Indebtedness permitted to be incurred pursuant to Section 6.01(g).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary of the Borrower may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) the Borrower may make Restricted Payments to Holdings in an amount not to exceed the Permitted Restricted Payment Amount in any fiscal year of the Borrower to the extent necessary to pay independent director fees incurred by Holdings in the ordinary course of business, (iii) the Borrower may make Restricted Payments to Holdings in an amount not to exceed $250,000 in any fiscal year of the Borrower, (and Holdings may make a corresponding Restricted Payment to the Sponsor or its Affiliates) to the extent necessary to pay reasonable general corporate or other entity and overhead expenses (including franchise or similar Taxes, other than Taxes in the nature of an income Tax, which is covered by Permitted Tax Distributions, but excluding fees to independent directors) incurred by Holdings or the Sponsor or its Affiliates (limited, in the case of the Sponsor and any of its Affiliates, to amounts directly related to its indirect ownership interests in the Borrower) or pay any indemnification amounts or other amounts described in Section 6.07(v) below owed to Holdings or the Sponsor or its Affiliates, pursuant to the Management Agreement or any other customary management or advisory arrangement (whether in writing, verbal or otherwise), (iv) the Borrower may pay to Holdings, and Holdings may pay to its direct or indirect parent companies, Permitted Tax Distributions; (v) Holdings, the Borrower and the Subsidiaries may make Restricted Payments in the form of distributions payable solely in the common stock, other common Equity Interests or other Qualified Capital Stock of such Person; (vi) the Borrower and Holdings may make (directly or indirectly) Permitted Founder Distributions; (vii) so long as no Event of Default shall have has occurred and be is continuing or would immediately result therefrom, the Borrower payments may be made to Holdings (or any direct or indirect parent company of Holdings) to permit Holdings (or any such direct or indirect parent company of Holdings) to repurchase its Equity Interests owned or redeem Qualified Capital Stock of Holdings (or any direct or indirect parent company) held by current or former officers, directors or employees (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates) of the Borrower any Loan Party or the Subsidiaries their Subsidiaries, upon their death, disability, retirement, severance or make payments to employees of the Borrower or the Subsidiaries upon termination of employment or service or to make payments on Indebtedness issued to buy such Qualified Capital Stock upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration (for the avoidance of doubt excluding cancellation of Indebtedness owed by such person) paid for all such redemptions and payments shall not exceed, in connection with any fiscal year, the sum of (I) $1,000,000, plus (II) the net cash proceeds of any “key-man” life insurance policies of any Loan Party or its Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (vii) provided further, that any Restricted Payments or payments permitted to be made (but not made) pursuant to subclause (I) of this clause (vii) in a given fiscal year of Holdings may be carried forward and made in succeeding fiscal years of Holdings; provided further that during an Event of Default any payments described in this clause may accrue and shall be permitted to be paid when no Event of Default is continuing at such time; (viii) Restricted Payments may be made solely in Equity Interests of Holdings (other than Disqualified Stock), (ix) repurchases of Equity Interests may be made by Holdings upon the occurrence of the exercise of stock optionsEquity Interest options if the Equity Interests represent a portion of the exercise price thereof and (x) distributions of proceeds of the Initial Term Loans to Holdings to effectuate the Existing Debt Refinancing on the Closing Date; provided, stock appreciation rights or similar equity incentives or equity-based incentives however, that (A) (x) the amount of cash dividends paid pursuant to management incentive plans or in connection with clauses (iii) and (iv) to enable Holdings to pay Taxes at any time shall not exceed the death or disability amount of such employees Taxes actually owing by Holdings (or such applicable parent company) at such time and (y) any refunds (including in an respect of Taxes) received by Holdings shall promptly be returned by Holdings to the Borrower as cash common equity contributions and (B) any Permitted Founder Distributions made pursuant to clause (vi) are subject to (1) the Loan Parties having no net operating losses (without taking into account any interest tax deduction) that have not been utilized to offset net income for any prior relevant period at the time such Permitted Founder Distribution is made, (2) the sum of (x) net income (determined in accordance with GAAP) of the Loan Parties and their Subsidiaries, on a consolidated basis, plus (y) interest expense (determined in accordance with GAAP) of the Loan Parties and their Subsidiaries, on a consolidated basis, for the most recently ended fiscal year, exceeding $0, (3) immediately after giving effect to any such distribution, Liquidity being greater than or equal to $3,000,000 and (4) the aggregate amount of all such Permitted Founder Distributions made during the term of this Agreement not to exceed exceeding $300,000,0008,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Wholly Owned Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or regulation or by any Loan DocumentDocument or any agreement or document related to the Indebtedness permitted by Section 6.01(iii) or the Liens on cash collateral permitted by Section 6.02(xiv), (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or its assets) pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or such assets that is (or are) to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, (E) the foregoing shall not apply with respect to (i) any agreement (including with respect to Indebtedness) in effect at the time any Person becomes a Subsidiary of the Borrower; provided, that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of any Subsidiaries that are not Loan Parties permitted under Section 6.01; provided that such Indebtedness is only with respect to the assets of any Subsidiaries that are not Loan Parties, (iii) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements, other Organizational Documents and other similar agreements, (iv) customary anti-assignment provisions in licenses and other contracts restricting the sublicensing or assignment thereof, (v) pursuant to Contractual Obligations that (y) exist on the Closing Date and (z) to the extent Contractual Obligations permitted by this clause (v) are set forth in an agreement evidencing Indebtedness or any agreement evidencing any Permitted Refinancing thereof so long as such Permitted Refinancing does not expand the scope of such Contractual Obligation, and (vi) restrictions in connection with cash or other deposits permitted under Section 6.02.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower and the Subsidiaries may, and may repurchase its Equity Interests owned by employees make distributions to one another so that any of the Borrower or the Subsidiaries or make payments may, (x) repurchase Equity Interests issued to employees employees, directors and officers of the Borrower or the Subsidiaries upon termination (including repurchases of employment Equity Interests from severed or terminated employees, directors and officers) and (y) make payments to employees, directors and officers of the Borrower or the Subsidiaries in connection with Equity Interests (and the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives thereof) pursuant to management incentive plans or arrangements, in connection with an aggregate amount under this clause (i) not to exceed $5,000,000 in the death aggregate and (ii) so long as (x) no Event of Default or disability Default is continuing or would result therefrom and (y) the Senior Secured Leverage Ratio calculated on a pro forma basis both before and after giving effect to any such Restricted Payment is not greater than 3.50:1.00, the Borrower may make Restricted Payments to pay dividends to the equity holders of such employees the Borrower in an aggregate amount not to exceed $300,000,000the Available Amount at the time of such Restricted Payment. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (Bw) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument as in effect on the Closing Date, (Cx) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or any other sale of assets or Equity Interests permitted hereunder) pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary Subsidiary, asset or Equity Interest that is to be sold and such sale is permitted hereunder, and (Dy) any agreement in effect at the foregoing shall time a Person became a Subsidiary, so long as such agreement (1) was not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness entered into solely in contemplation of such Foreign Subsidiary permitted to be incurred hereunderPerson becoming a Subsidiary, (E2) applies only to such Person, (3) does not extend to any other Loan Party and (4) is otherwise permitted hereunder and does not conflict with the provisions of this Agreement or any other Loan Document, and (B) clause (i) of the foregoing shall not apply to (x) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, and (Fy) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise or vesting of stock options, stock appreciation rights rights, restricted stock units, restricted stock or similar equity incentives or equity-equity based incentives pursuant to management incentive equity compensation plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year (in each case other than repurchase of Equity Interests from, or any payments to, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇), (iii) the Borrower and its Subsidiaries may make Permitted Tax Distributions and (iv) the Borrower and its Subsidiaries may make Restricted Payments, the proceeds of which will be used to pay operating costs and expenses of a parent entity incurred in the ordinary course of business that are solely attributable to the operations of the Borrower and its Subsidiaries. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law law, regulation or order of any Governmental Authority or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (F) the foregoing shall not apply to any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower and such agreement does not extend to the Borrower or any other Subsidiary, (G) the foregoing shall not apply to restrictions in documents governing Indebtedness expressly permitted by this Agreement so long as no such restrictions are more restrictive to the Borrower and its Subsidiaries than those contained in the Loan Documents at the time such Indebtedness is incurred and (H) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted hereunder and applicable solely to such joint venture entered into in the ordinary course of business.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests (or make Restricted Payments to Parent to fund repurchases of Equity Interests in Parent) owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries (or make Restricted Payments to Parent to fund payments to employees of the Borrower and the Subsidiaries) upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00010,000,000 in any fiscal year; (iii) the Borrower may make Restricted Payments in an aggregate amount equal to the portion, if any, of the Available Basket Amount on the date of such Restricted Payment; (iv) the Borrower may make Restricted Payments to Parent in the form of deemed capital distribu- tions arising from the transactions described in clause (xii) of the definition of “Asset Sale”; (v) the Borrower may make Permitted Tax Distributions; and (vi) the Borrower may make Restricted Payments that are made with Additional Excluded Assets. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (E) the foregoing shall not apply to any restrictions existing on the date of this Agreement or any restrictions in any Non-Recourse Indebtedness or, in each case, any renewals or extensions thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as (x) no Event of Default shall have occurred and be continuing and (y) the Borrower shall be in Pro Forma Compliance after giving effect thereto, the Borrower may make Restricted Payments to Holdings in the amounts and at the times necessary to enable Holdings to pay interest in cash on the Holdco Notes, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount (excluding any amount of any such repurchase paid for with the cancellation of Indebtedness of such employee to the Borrower or Holdings, as the case may be) not to exceed $300,000,000. 3,000,000 in any fiscal year, (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (iiv) the ability of Borrower may, or the Borrower may make distributions to Holdings, so that Holdings may, repurchase or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any redeem shares of its Equity Interests or to make or repay loans or advances pursuant to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (ABorrower's 401(k) the foregoing shall not apply to restrictions and conditions existing plan as in effect on the Closing Date, (B) the foregoing shall not apply to restrictions Date and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary extent required by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.law,

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, Make any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment; provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that: (i) each Restricted Subsidiary may make Restricted Payments to the Administrative Borrower, any other Restricted Subsidiary, or any other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the type, class or ranking of Equity Interest in respect of which such Restricted Payment is being made or in a manner more favorable to the Borrowers and the Restricted Subsidiaries; (ii) the Administrative Borrower may make Restricted Payments from Available Cash to the extent that (x) no Event of Default has occurred and is continuing or would immediately result therefrom and (y) immediately before and after giving effect to such Restricted Payment, the Administrative Borrower’s Interest Coverage Ratio is greater than or equal to 2.25:1.00; (iii) the Administrative Borrower and each Restricted Subsidiary may declare and pay dividends make dividend payments or make other distributions ratably to its equity holders payable solely in preferred, common or subordinated Equity Interests of such Person(s) and (ii) so long as no Default shall have occurred and be continuing or would result therefrom, the Administrative Borrower may repurchase its issue common Equity Interests owned by employees upon conversion of subordinated or preferred Equity Interests; provided that any such Equity Interests issued pursuant to this clause (iii) are not Disqualified Stock; (iv) Restricted Payments may be made in the form of the Borrower or the Subsidiaries or make payments to employees issuance of Equity Interests of the Administrative Borrower or the Subsidiaries upon termination of employment in connection with the cashless exercise of stock options, stock appreciation warrants, conversion and other rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions tax withholding with respect to any the exercise of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness equity based awards under employee equity incentive compensation programs of the Borrower or any other Subsidiary; provided that (A) Borrowers and the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.Restricted Subsidiaries;

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) [reserved]; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, and subject to compliance with the RP Leverage Condition, the Borrower may repurchase its (or send up a distribution to allow a parent company to repurchase its) respective Equity Interests owned by employees current or former employees, directors or consultants of Holdings, the Borrower or the Subsidiaries (or any parent company) or make payments to employees employees, directors or consultants of Holdings, the Borrower or the Subsidiaries upon termination of employment (or any parent company) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees plans, in an aggregate amount not to exceed $300,000,00010,000,000 in any fiscal year; (iv) [reserved]; (v) [reserved]; (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) so long as (A) no Event of Default or Default shall have occurred and be continuing or would result therefrom and (B) at the time of and after giving effect thereto, the Secured Net Leverage Ratio for the most recent Test Period on a pro forma basis shall not be greater than 4.25 to 1.00, the Borrower may make other Restricted Payments in an amount not to exceed the Available Amount at the time such Restricted Payment is made; (viii) payments, dividends or distributions to finance payments permitted by Section 6.07(vi); (ix) so long as (A) no Event of Default or Default shall have occurred and be continuing, or would result therefrom and (B) at the time of and after giving effect thereto, the Secured Net Leverage Ratio for the most recent Test Period on a pro forma basis shall not be greater than 3.00 to 1.00, the Borrower may make other Restricted Payments; (x) the Borrower or any Subsidiary may make a payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the RP Leverage Condition and all other provisions of this Agreement; (xi) subject to compliance with the RP Leverage Condition, the Borrower or any Subsidiary may make a purchase, repurchase, redemption, defeasance or other acquisition or retirement of preferred Equity Interests made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent (and in any event, within 60 days) sale of, preferred Equity Interests of Holdings or the Borrower (other than Disqualified Stock and other than preferred Equity Interests sold to a Subsidiary) or a substantially concurrent (and in any event, within 60 days) contribution to the equity (other than through the issuance of Disqualified Stock or by preferred Equity Interests sold to any Subsidiary) of Holdings or the Borrower; (xii) the Borrower may make payments to holders of Equity Interests of Holdings (or any parent company) or the Borrower in lieu of the issuance of fractional shares of such Equity Interests, provided, however, that any such payment shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Equity Interests (as determined in good faith by the board of directors of the Borrower); (xiii) the Borrower or any Subsidiary may make purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Equity Interests represent a portion of the exercise price thereof; and (xiv) payments, dividends or distributions to the extent that such payment, dividend or distribution is made with issuances of or the cash proceeds from the issuance of Equity Interests after the Closing Date of Holdings or any parent thereof and to the extent such proceeds are not included in the calculation of the Available Amount. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary Guarantor; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) contained in any agreement relating to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity and (H) contained in the ABL Facility Credit Agreement or the other ABL Facility Loan Documents; provided that such restrictions and conditions are no more onerous than those set forth in the ABL Facility Loan Documents in effect on the Closing Date; and (y) clause (i) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as (x) no Event of Default shall have occurred and be continuing and (y) the Borrower shall be in Pro Forma Compliance after giving effect thereto, the Borrower may make Restricted Payments to Holdings in the amounts and at the times necessary to enable Holdings (A) to pay interest in cash on the Holdco Notes and (B) if then permitted by Section 6.09(c)(ii), (iii) or (iv), to redeem, repurchase or otherwise retire Holdco Notes, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount (excluding any amount of any such repurchase paid for with the cancellation of Indebtedness of such employee to the Borrower or Holdings, as the case may be) not to exceed $300,000,0004,000,000 in any fiscal year, (iv) the Borrower may, or the Borrower may make distributions to Holdings, so that Holdings may, repurchase or redeem shares of its Equity Interests pursuant to the Borrower’s 401(k) plan as in effect on the Closing Date and to the extent required by law, (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings, so that Holdings may, repurchase or redeem shares (including any repurchase or redemption paid for with the cancellation of Indebtedness of the applicable employee to the Borrower or Holdings, as the case may be) of its Equity Interests issued or granted by Holdings to employees (including substantially full-time independent contractors) and held by such employees in an aggregate amount not to exceed $4,000,000 during any fiscal year of the Borrower, provided that any such purchases or redemptions paid for with the cancellation of Indebtedness of employees to the Borrower or Holdings, as the case may be, shall not be limited in amount, (vi) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $1,000,000 in any fiscal year, to the extent necessary to pay actual out-of-pocket general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Tax liabilities directly attributable to (or arising as a result of) the Borrower and the Subsidiaries, and (vii) Holdings may issue common stock of Holdings in exchange for stock fund units in the Deferred Compensation Plan pursuant to the Deferred Compensation Plan. Notwithstanding the foregoing, all Restricted Payments made to Holdings pursuant to clause (ii), (v) or (vi) above will be used by Holdings for the purposes specified herein within 10 Business Days of the receipt thereof or returned to the Borrower. (b) Notwithstanding paragraph (a), Holding may make Restricted Payments in respect of the Common Stock, and the Borrower may make Restricted Payments to Holdings to fund such Restricted Payments by Holdings, during any ECF Period in an aggregate amount not to exceed 25% of Excess Cash Flow for the preceding ECF Period (less the amount thereof used to prepay, repurchase, redeem or otherwise retire Existing Debt pursuant to Section 6.09(c)(iii)); provided, however, that (i) at the time thereof and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing, (ii) the Borrower would be in Pro Forma Compliance after giving effect thereto and (iii) the Leverage Ratio, calculated on a Pro Forma Basis, shall be less than 3.0 to 1.0. (c) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Senior Subordinated Note Document or Senior Unsecured Note Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) the foregoing shall not apply to restrictions and conditions existing on the Restatement Date and identified on Schedule 6.06(b), (F) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens on, Equity Interests owned by the Borrower or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, and (FG) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay make dividends or make other distributions ratably to its equity holders and holders, (ii) Holdings and any Subsidiary may purchase, redeem, retire, defease or otherwise acquire for value any of the Equity Interests of Holdings (A) in exchange for other Equity Interests of Holdings (including in connection with a Benefit Plan Exchange Offer), (B) upon the conversion of preferred Equity Interests of Holdings or the vesting, delivery, exercise, exchange or conversion of stock options, restricted stock units, warrants or similar rights to acquire Equity Interests of Holdings, (C) in connection with any tender by the holder of Equity Interests of Holdings of such Equity Interests in payment of withholding or other taxes relating to the vesting, delivery, exercise, exchange or conversion of stock options, restricted stock, restricted stock units, warrants or other Equity Interests of Holdings or other similar rights to acquire Equity Interests of Holdings or (D) if tendered in settlement of indemnification or similar claims by Holdings against a holder of the Equity Interests of Holdings, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0002,500,000 in any fiscal year, (iv) Restricted Payments may be made to a Loan Party in connection with a Permitted Reorganization, (v) Holdings may make (A) Restricted Payments of Qualified Capital Stock contemplated by the Rights Offering and (B) Restricted Payments for the repayment or redemption of Holdings’ 6% Series H Convertible Redeemable Preferred Stock with proceeds from the Rights Offering and/or the conversion of such 6% Series H Convertible Redeemable Preferred Stock into Common Stock, and cash dividends in respect of such 6% Series H Convertible Redeemable Preferred Stock, (vi) Holdings, and its Subsidiaries may dividend or distribute cash in lieu of issuing fractional shares of its Equity Interests in an aggregate amount not to exceed $25,000, and (vii) the Borrower may make Restricted Payments to Holdings (w) to the extent necessary to pay scheduled principal and interest payments of Indebtedness permitted to be incurred by Holdings under Section 6.01, (x) in an amount not to exceed $1,000,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends under subclause (y) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand alone taxpayers and (B) all Restricted Payments made to Holdings pursuant to this clause (vii) are used by Holdings for the purposes specified herein within 30 days of the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to sales of assets and the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the assets or Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by contained in the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunderSecond Lien Credit Agreement or the other Second Lien Loan Documents, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness; (E) the foregoing shall not apply to any instrument governing Indebtedness and permitted by Section 6.01(l) assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired; (F) the foregoing shall not apply to restrictions on cash or other deposits or net worth imposed by suppliers or landlords under contracts entered into in the ordinary course of business; (G) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof; (H) the foregoing shall not apply to customary provisions restricting assignments, subletting or other transfers contained in leases, licenses, joint venture agreements, partnership agreements, limited liability company agreements and similar agreements entered into in the ordinary course of business; (I) the foregoing shall not apply to any agreement in effect at the time such Subsidiary becomes a Subsidiary of Holdings, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary; and (J) clause (i) of the foregoing shall not apply to the Southern Company Agreement as in effect on the Closing Date or as such is permitted to be amended, supplemented, renewed, replaced, or otherwise modified from time to time, in each case, pursuant to Section 6.09(a)(iii).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and (so long as, to the extent such Subsidiary is not a wholly owned Subsidiary, such dividends or distributions are made on a pro rata basis), (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may (x) repurchase its Equity Interests owned by employees by, or make payments to, employees, officers or directors (or former employees, officers or directors) of the Borrower or the Subsidiaries or make payments to employees any family member of, or trust or other entity for the benefit of, any of the Borrower foregoing persons (A) if such repurchases or payments are contemplated by the Subsidiaries Shareholders Agreement or (B) upon termination of employment their employment, in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees employees, (y) otherwise make Restricted Payments in connection with the purchase or repurchase by the Borrower or the exercise of stock options, stock appreciation rights or other equity incentives or equity based incentives or (z) repurchase up to $5,000,000 of its Qualified Capital Stock in any fiscal year pursuant to publicly announced open market repurchase transactions, in all cases in an aggregate amount not to exceed $300,000,00010,000,000 in any fiscal year (it being agreed that, if the Leverage Ratio as at the end of any fiscal year of the Borrower is less than 2.25 to 1.0, the unutilized amount (if any) for such fiscal year (not to exceed $5,000,000 and reduced by any unutilized amount carried forward to such fiscal year) may be carried forward to the next fiscal year); provided, however, that (1) any amounts carried forward shall not be used to repurchase Qualified Capital Stock and (2) no Restricted Payments may be made pursuant to subclause (y) or (z) of this clause (ii) if the Net Leverage Ratio after giving effect thereto would be greater than 2.25 to 1.00, (iii) the Borrower and each Subsidiary may declare and pay dividends payable solely in shares of common stock or other Qualified Capital Stock of the Borrower or such Subsidiary, (iv) the Borrower may purchase, repurchase, defease, acquire or retire for value the capital stock of the Borrower or options, warrants or other rights to acquire such capital stock solely in exchange for, or out of the proceeds of the sale of (so long as such purchase, repurchase, redemption, defeasance, acquisition or retirement is consummated within sixty (60) days of such sale) Qualified Capital Stock of the Borrower or options, warrants or other rights to acquire such Qualified Capital Stock, (v) repurchases of capital stock of the Borrower deemed to occur upon the exercise of options or warrants solely to the extent that shares of such capital stock represent a portion of the exercise price of such options or warrants, and (vi) the making of cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of the Borrower. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (F) clause (i) shall not apply to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under this Agreement pending the consummation of such sale, and (G) the foregoing shall not apply to any agreement in effect at the time a person becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower, which encumbrance or restriction is not applicable the properties or assets of any Loan Party, other than the Subsidiary, or the property or assets of the Subsidiary, so acquired.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) the Borrower may pay the CHS Dividend on the Closing Date; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees current or former employees, directors or consultants of the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00020,000,000 in any fiscal year; (iv) [reserved]; (v) in addition to Restricted Payments permitted by clauses (i) through (iii) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments in an aggregate amount from and after the Closing Date not to exceed $30,000,000 less the amount of payments made from and after the Closing Date pursuant to Section 6.09(b)(i); (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) the Borrower may make other Restricted Payments; provided that at the time any such Restricted Payment is made and after giving effect thereto, the ABL Payment Conditions shall have been satisfied; (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may (A) repurchase any of its Equity Interests, or (B) make payments to employees, directors or consultants of the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made; (ix) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments in an aggregate amount not to exceed $10,000,000 in any fiscal year, beginning with the fiscal year ending December 31, 2016; (x) other than Restricted Payments described in clause (vii) above, the Borrower or any Subsidiary may make a payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (xi) the Borrower or any Subsidiary may make a purchase, repurchase, redemption, defeasance or other acquisition or retirement of preferred Equity Interests made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, preferred Equity Interests of the Borrower (other than Disqualified Stock and other than preferred Equity Interests sold to a Subsidiary) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or by preferred Equity Interests sold to any Subsidiary) of the Borrower; (xii) the Borrower may make payments to holders of Equity Interests of the Borrower in lieu of the issuance of fractional shares of such Equity Interests, provided, however, that any such payment shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Equity Interests (as determined in good faith by the Board of Directors of the Borrower); (xiii) the Borrower or any Subsidiary may make purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Equity Interests represent a portion of the exercise price thereof; and (xiv) the Borrower or any Subsidiary may pay dividends or other distributions of Equity Interests of, or Indebtedness owed to the Borrower or a Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or cash equivalents (including Permitted Investments)). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary Guarantor; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or any Senior Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) [reserved], (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity, (H) under any agreements evidencing any Indebtedness permitted to be incurred under Section 6.01, and (I) contained in the Term Loan Credit Agreement or the other Term Loan Documents; provided that such restrictions and conditions are no more onerous than those set forth in the Term Loan Documents in effect on the Closing Date; and (y) clause (i) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions distributions, including in the form of additional Equity Interests, ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or may pay dividends or make other distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees or make customary and reasonable salary and bonus and other benefits payments to officers, employees and consultants of Holdings or payments of customary fees and expenses of members of the board of directors of Holdings in an aggregate amount for this clause (ii) not to exceed $300,000,0001,500,000 in any fiscal year (it being agreed that any such amount not utilized in any fiscal year may be carried forward and utilized in any subsequent fiscal year so long as the aggregate amount of such repurchases or payments pursuant to this clause (ii) shall not exceed $3,000,000 in any fiscal year), (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 6.04(i) for such purpose, $1,000,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries pursuant to the Tax Sharing Agreement, as such agreement exists on the date hereof and with such changes after the date hereof as may be approved by the Administrative Agent; provided that all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 20 days of the receipt thereof, (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may pay dividends or make other distributions to Holdings so that Holdings may pay those fees, costs and expenses that are expressly permitted by clause (c) of Section 6.07 and (v) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to its equity holders so long as (A) the Borrower would be in compliance with the covenants set forth in Sections 6.11 and 6.13 and the Leverage Ratio would be 3.25 to 1.00 or less, in each case, as of the most recently completed period ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b) were required to be delivered or for which comparable financial statements have been filed with or furnished to the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period and (B) at the time of, after giving effect to, such transaction, there shall be at least $7,500,000 of unused and available Revolving Credit Commitments. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or its assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or its assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by the Subordinated Note Documents as in effect on the date hereof and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so, or make any principal payment, interest payment or other payment on any loan or advance made under Section 7.02(a); provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and Holdings may declare and pay dividends in the form of common stock of Holdings, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings so that Holdings may repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to such employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year, (iii) the Borrower may make distributions to Holdings, in an amount made by the Borrower not to exceed $250,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business, (iv) the Borrower may make distributions to Holdings in an amount necessary to enable Holdings to pay the Tax liabilities of Holdings, the Borrower and the Subsidiaries directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that the amount of distributions made pursuant to this clause (iv) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings to the extent necessary to permit Holdings to pay Management Fees to Manager in accordance with the Management Agreement, and the Borrower and Holdings may pay Management Fees to Manager in accordance with the Management Agreement, provided that any such distribution for the payment of a Management Fee not permitted to be made as a result of the restrictions in this Agreement may be made in a subsequent period, (vi) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings in an amount necessary to permit Holdings to pay interest, when due and payable, on the Glickberg Note, (vii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make Restricted Payments with the Net Cash Proceeds of the sale of Equity Interests of Holdings in a Public Offering substantially simultaneously with, and in any event within 20 days of, receipt thereof, (viii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings in an amount not to exceed the amount of Cumulative Retained Excess Cash Flow and Holdings may make Restricted Payments with such proceeds substantially simultaneously with receipt thereof, provided that at the time of, and after giving effect to, such distribution and such Restricted Payment, the Borrower’s Total Leverage Ratio shall be no more than 4.50 to 1.00, (ix) the Borrower may make any and all payments in respect of Loans held by the Sponsor or its Affiliates in accordance with the terms of this Agreement, (x) any non-cash distribution to Holdings or by Holdings to its stockholders effected solely as a means of transferring the option to purchase the Stamford Store Property to Sponsor or any of its Affiliates as contemplated by Section 6.07, (xi) the Borrower may make distributions to Holdings to permit Holdings to pay a fee to the Manager relating to the termination of the Management Agreement in connection with an Initial Public Offering so long as no Event of Default shall have occurred and be continuing or would result therefrom and (xii) the Borrower may make distributions to Holdings to permit Holdings to pay a cash bonus to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ under his employment agreement in effect on the date hereof in connection with the termination of the Management Agreement so long as no Event of Default shall have occurred and be continuing or would result therefrom; provided, however, that all distributions made to Holdings pursuant to clauses (ii), (iii), (iv), (v) and (vi) are used by Holdings for the purposes specified therein within 20 days of the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders holders, and (ii) the U.S. Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $1,000,000 in any fiscal year, to the extent necessary to pay actual out-of-pocket general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Tax liabilities directly attributable to (or arising as a result of) the U.S. Borrower and the Subsidiaries, so long as such Restricted Payments will be used by Holdings for such purposes within 10 Business Days of the receipt thereof or returned to the U.S. Borrower. (b) Notwithstanding paragraph (a) above but subject to paragraph (c) below, Holdings may make Restricted Payments, and the Borrowers may make Restricted Payments to Holdings to fund such Restricted Payments by Holdings (and Holdings and the Subsidiaries may agree or incur an obligation to do so), in an aggregate amount not to exceed the sum of (i) $300,000,000 and (ii) the Available Restricted Payment Amount; provided, however, that at the time thereof and after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing or and (y) Holdings would result therefrom, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment be in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000Pro Forma Compliance. (c) Notwithstanding paragraph (b) Enter above, Holdings will be prohibited from making any Restricted Payments pursuant to such paragraph on or prior to December 31, 2009. Thereafter, Holdings’ ability to make Restricted Payments pursuant to paragraph (b) above shall be blocked if, after giving effect to any proposed Restricted Payment, the Leverage Ratio would be greater than 3.00 to 1.00. Notwithstanding the foregoing, subject to the requirements of paragraph (b) above, (i) up to $100,000,000 of the basket set forth in paragraph (b) above shall be available to be used for Purchases as contemplated by Section 6.03(q)(v) and (ii) cash dividends may be paid in respect of preferred Qualified Capital Stock if the proceeds thereof were used to prepay Term Loans or fund Purchases. (d) Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the U.S. Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary (other than a Borrower) by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) the foregoing shall not apply to restrictions and conditions existing on the First Restatement Date and identified on Schedule 6.05(d), (F) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens on, Equity Interests owned by the U.S. Borrower or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, (G) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (H) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any Permitted Receivables Securitization; provided such restrictions and conditions apply solely to (i) the Receivables involved in such Permitted Receivables Securitization and (ii) any applicable Securitization Subsidiary. (e) Notwithstanding anything to the contrary, this Section 6.05 shall not prohibit the funding of the Purchaser contemplated by Section 6.03(q) and by the Purchaser Agreement, the Purchase by the Purchaser of Purchased Loans pursuant to Auctions and the transactions between Holdings and its Subsidiaries, on the one hand, and the Purchaser and any of its Affiliates, on the other hand, contemplated hereby and by the Purchaser Agreement.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by future, present or former officers, directors, employees or consultants of the Borrower or the Subsidiaries or make payments to officers, directors, employees or consultants of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or other similar agreements or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00010,000,000 in any fiscal year, (iii) the Borrower may effect the Special Distribution with the proceeds of the Term Loans made hereunder, (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower and (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom (determined in the case of any dividend payable by the Borrower to the holders of its common Equity Interests generally, at the time of declaration thereof, so long as such dividends are paid within 60 days of such declaration), the Borrower may make additional Restricted Payments (A) in an aggregate amount not to exceed $15,000,000 (less the amount of payments made pursuant to Section 6.09(b)(ii)(A)), (B) with amounts available under the Available Builder Basket at such time; provided that, with respect to this clause (B), the Leverage Ratio would not, on a pro forma basis after giving effect to such Restricted Payment and the financing therefor, exceed 2.50:1.00 as of the end of the most recently completed Test Period and (C) with the then-available Available Equity Proceeds. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or regulation or by any Loan Document, or, in the case of Registered Securities Exchange Subsidiaries, required by the regulator thereof, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as (x) no Event of Default shall have occurred and be continuing and (y) the Borrower shall be in Pro Forma Compliance after giving effect thereto, the Borrower may make Restricted Payments to Holdings in the amounts and at the times necessary to enable Holdings to pay interest in cash on the Holdco Notes, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount (excluding any amount of any such repurchase paid for with the cancellation of Indebtedness of such employee to the Borrower or Holdings, as the case may be) not to exceed $300,000,0003,000,000 in any fiscal year, (iv) the Borrower may, or the Borrower may make distributions to Holdings, so that Holdings may, repurchase or redeem shares of its Equity Interests pursuant to the Borrower's 401(k) plan as in effect on the Closing Date and to the extent required by law, (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings, so the Holdings may, repurchase or redeem shares (including any repurchase or redemption paid for with the cancellation of Indebtedness of the applicable employee to the Borrower or Holdings, as the case may be) of its Equity Interests issued or granted by Holdings to employees (including substantially full-time independent contractors) and held by such employees in an aggregate amount not to exceed $2,500,000 during any fiscal year of the Borrower, provided that any such purchases or redemptions paid for with the cancellation of Indebtedness of employees to the Borrower or Holdings, as the case may be, shall not be limited in amount, (vi) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $500,000 in any fiscal year, to the extent necessary to pay actual out-of-pocket general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Tax liabilities directly attributable to (or arising as a result of) the Borrower and the Subsidiaries, (vii) Holdings may issue common stock of Holdings in exchange for stock fund units in the Deferred Compensation Plan pursuant to the 70 Deferred Compensation Plan and (viii) to the extent the Cash Equity Contribution exceeds $98,800,000 then on or prior to August 31, 2001, Holdings may redeem its Equity Interests from RCBA and other stockholders party to a securityholders agreement with RCBA entered into on or prior to the Closing Date in an amount not greater than the Net Cash Proceeds received by Holdings after the Closing Date and prior to August 3, 2001 from Equity Issuances pursuant to the Employee Offering Registration Statement to the extent such Net Cash Proceeds were not included in calculating the Cash Equity Contribution. Notwithstanding the foregoing, all Restricted Payments made to Holdings pursuant to clause (ii), (v) or (vi) above will be used by Holdings for the purposes specified herein within 10 Business Days of the receipt thereof or returned to the Borrower. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Senior Subordinated Note Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.06(b), (F) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens on, Equity Interests owned by the Borrower or any Subsidiary in any joint venture or similar enterprise that is not a Subsidiary contained in the constitutive documents of such joint venture or enterprise, and (FG) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to No Loan Party shall declare or make, directly or indirectly, make any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do soPayment; provided that that: (i) any Subsidiary (A) Loan Parties (other than Ultimate Parent and LLC Parent) may declare and pay dividends or make other distributions ratably to its their equity holders and (B) LLC Parent may declare and pay dividends or make other distributions to Ultimate Parent and any other Borrowers that are managing members of LLC Parent); (ii) so long as no Default shall have occurred and Loan Parties may acquire shares of Ultimate Parent delivered or to be continuing delivered to a director, officer or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees employee of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment a Loan Party in connection with the grant, vesting, exercise or payment of a stock optionsoption, warrant or other equity or equity-based award granted by a Loan Party and the Loan Parties may make distributions in order to satisfy the exercise or purchase price of the award and/or any Tax withholding obligations arising in connection with such event; (iii) Loan Parties may make Restricted Payments to any Parent Company to permit such Parent Company, and the subsequent use of such payments by such Parent Company, to repurchase or redeem the Equity Interests or Equity Equivalents of Ultimate Parent and LLC Parent owned by former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates) of any Loan Party or to make payments (including on promissory notes issued to pay the purchase price) with respect to such repurchases or redemptions upon death, disability, retirement, severance or termination of employment or service or pursuant to any employee, management or director equity plan, employee, management or director stock appreciation rights option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0004,000,000 in any Fiscal Year; (iv) Loan Parties may make payments of customary fees to members of its or any Parent Company’s board of directors and in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of any Loan Party; (v) [reserved]; (vi) [reserved]; (vii) Loan Parties may make Restricted Payments (A) not otherwise permitted under this Section 8.6(a), provided, that, (x) no Event of Default has occurred and is continuing or would result from such Restricted Payment (y) Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) shall be in compliance with each Financial Condition Covenant, and (z) the Consolidated Total Leverage Ratio of Ultimate Parent and its Subsidiaries shall not exceed the lesser of (1) 1.85:1.0 and (2) the then-applicable level set forth in Section 5.4 reduced by 1.0:1:0, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the quarterly and annual Financial Statements and Compliance Certificates have been delivered, as if such transaction had occurred as of the first day of such period; and (B) up to the Available Amount; provided, that the Available Amount shall only be available for Restricted Payments if, (x) Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) shall be in compliance with each Financial Condition Covenant and (y) Consolidated Total Leverage Ratio of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) shall not exceed the lesser of (1) 1.85:1.0 and (2) the then-applicable level set forth in Section 5.4 reduced by 0.5:1:0, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive Fiscal Quarters ending prior to such transaction for which the quarterly and annual Financial Statements and Compliance Certificates have been delivered, as if such transaction had occurred as of the first day of such period; provided that, notwithstanding the foregoing, no Restricted Payments shall be made pursuant to clause (vii) of this Section 8.6(a) if the aggregate amount of such Restricted Payments, together with the aggregate amount of Restricted Payments previously made pursuant to clause (vii) of this Section 8.6(a), (x) during the most recently completed period of four consecutive Fiscal Quarters for which the quarterly or annual Financial Statements, as the case may be, and a Compliance Certificate have been delivered and (y) after such recently completed period of four Fiscal Quarters, would exceed 90% of Free Cash Flow of Ultimate Parent and its Subsidiaries (other than Non-Borrower Subsidiaries) for such recently completed period of four consecutive Fiscal Quarters; (viii) any Parent Company 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 Equity Interests or Equity Equivalents of Ultimate Parent and LLC Parent; (ix) [reserved]; and (x) LLC Parent may pay cash distributions in respect of taxes owing by LLC Parent’s direct or indirect investors in respect of GHLLC and the other Borrowers (“Tax Distributions”). (b) Enter No Loan Party shall enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary of any Loan Party to pay dividends or other distributions with respect to any of its Equity Interests or Equity Equivalents or to make or repay loans or advances to the Borrower or any other Subsidiary such Loan Party or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiarysuch Loan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or regulations or by any Loan Document, the Term Loan Facility, the Skilled RE Loan Documents, any Material Master Lease entered into prior to the Closing Date, or such other Indebtedness as is set forth on Schedule 8.1, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other permitted asset sale pending such sale; provided that such restrictions and conditions apply only to the relevant Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness creating Liens permitted by this Agreement if such restrictions or conditions apply only to Section 8.2 prohibiting further Liens on the property or assets securing such Indebtedness and properties encumbered thereby, (FE) clause (i) of the foregoing shall not apply to (x) customary provisions in leases Leases and other contracts restricting the subletting or assignment thereofthereof or (y) any Material Master Leases entered into after the Closing Date; provided, however, in each case, such restrictions shall not be more adverse to the Lenders and Borrowers than the equivalent restrictions set forth in these Material Master Leases existing as of the Closing Date, as modified by the Master Lease Intercreditor Agreements, (F) the foregoing shall not apply to customary provisions in joint venture agreements, partnership agreements, limited liability organizational governance documents, asset sale agreements, sale and leaseback agreements and other similar agreements, (G) the foregoing shall not apply to restrictions and conditions in any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations, (H) the foregoing shall not apply to restrictions and conditions in any Indebtedness permitted pursuant to Section 8.1 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, (I) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into by a Loan Party in the ordinary course of business, (J) the foregoing shall not apply to any agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person or the properties or assets of the Person so acquired and (K) the foregoing shall not apply to restrictions and conditions that (x) exist in any agreement in effect at the time any Person becomes a Loan Party, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (y) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to above; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and such restrictions are limited solely to such Borrower.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase AgreementAgreement but excluding any Restricted Payment made to consummate the Transactions), or incur any obligation (contingent (unless the contingency is the repayment of the Obligations or receipt of consent from the requisite lenders under this Agreement) or otherwise) to do so; provided that provided, however, that: (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, Holdings may (and the Borrower may make distributions to Holdings to enable Holdings to repurchase its or make distributions to Parent to enable it to) repurchase Equity Interests of Holdings or Parent owned by employees of Holdings or Parent, the Borrower or the Subsidiaries or make payments to employees of Holdings or Parent, the Borrower or the Subsidiaries upon termination of employment of such employees (including as a result of retirement or severance) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year (it being agreed that (A) any amount not utilized in any fiscal year may be carried forward and utilized in any subsequent fiscal year, (B) such amount shall be increased by the amount of cash proceeds received by Holdings from the sale of Equity Interests of Holdings or Parent to such employees after the Closing Date to the extent such proceeds are contributed directly or indirectly to the Borrower as common equity and (C) any proceeds of key man life insurance actually received by the Borrower or Holdings may be used or distributed by the Borrower or Holdings for purposes of such repurchases without regard to such amount); (iii) so long as no Event of Default under clause (b) or (c) of Article VII shall have occurred and be continuing, the Borrower may pay dividends to Holdings to permit Holdings to pay management fees in an aggregate amount not to exceed $3,000,000 per fiscal year; provided, that (a) any such amount referred to above, if not so expended in the fiscal year for which it is permitted, may be carried over for expenditure in the next two succeeding fiscal years and (b) management fees paid pursuant to this clause (iii) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the fiscal year two years prior thereto pursuant to clause (a) above, second, in respect of amounts carried over from the immediately prior fiscal year pursuant to clause (a) above, and, third, in respect of amounts permitted for such fiscal year as provided above; (iv) the Borrower and Holdings may make Restricted Payments to Holdings and/or Parent (x) the proceeds of which shall be applied by Holdings and/or Parent to pay out of pocket general corporate and overhead expenses incurred by Holdings and/or Parent not to exceed $5,000,000 during any fiscal year of the Borrower and (y) in the form of Tax Payments, to the extent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (B) all Restricted Payments made to Holdings and/or Parent pursuant to this clause (iv) are used by Holdings and/or Parent for the purposes specified herein within 20 days of the receipt thereof and (C) in the case of any Restricted Payment made to Holdings pursuant to this clause (iv), Holdings owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of the Borrower at the time of such Restricted Payment; (v) in addition to the foregoing Restricted Payments and so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make additional Restricted Payments to Holdings the proceeds of which may be utilized by Holdings to make additional Restricted Payments, in an aggregate amount not to exceed 100% of Cumulative Excess Cash Flow that is Not Otherwise Applied if the Leverage Ratio as of the last day of the immediately preceding four fiscal quarters (after giving pro forma effect to such additional Restricted Payments) was less than 3.25 to 1.00; (vi) Holdings may make Restricted Payments in any fiscal year to the extent made with the proceeds of an incurrence of Indebtedness or equity issuance (so long as such equity issuance is to any person other than a Loan Party) permitted hereunder; and (vii) Holdings, the Borrower and its Subsidiaries may make additional Restricted Payments not in excess of $10,000,000 in the aggregate so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom. Notwithstanding the foregoing, in the event that the failure to comply with any Financial Performance Covenant is cured through the exercise of the Cure Right set forth in Article VII, Section 6.6(a)(iii), (v) (vi) and (vii) above shall only be available to the Loan Parties if (x) the Required Lenders consent to the relevant Restricted Payment pursuant to Section 6.6(a)(iii), (v), (vi) or (vii) or (y) the Borrower is in compliance with all Financial Performance Covenants for the end of any two consecutive fiscal quarters following the fiscal quarter in which the Borrower exercised its Cure Right. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided provided, that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or the Senior Subordinated Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of stock or assets of a Subsidiary pending such sale; provided that , provided, such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.permitted

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so, or make any principal payment, interest payment or other payment on any loan or advance; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and Holdings may declare and pay dividends in the form of common stock of Holdings on a pro rata basis to all holders, (ii) so long as no Default shall have occurred and be continuing or would result therefrom[reserved], (iii) [reserved], (iv) the Borrower may make distributions to Holdings in an amount necessary to enable Holdings to pay the Tax liabilities of Holdings, the Borrower may repurchase its Equity Interests owned by employees and the Subsidiaries directly attributable to (or arising as a result of) the operations of Holdings, the Borrower and the Subsidiaries; provided, however, that the amount of distributions made pursuant to this clause (iv) shall not exceed the amount that Holdings, the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers (with appropriate adjustments, such as timing of the Borrower recognition of income and deductions, single surcharge exemptions, etc., for the fact that such companies actually file as part of a consolidated federal income tax return (and may similarly so file for certain state and local tax purposes) or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment are disregarded for income tax purposes), (v) [reserved], (vi) [reserved], (vii) [reserved], (ix) [reserved], (x) [reserved], (xi) [reserved] and (xii) any Restricted Payments required in connection with the exercise of stock optionsPrepackaged Plan or the Orders; provided, stock appreciation rights or similar equity incentives or equity-based incentives however, that all distributions made to Holdings pursuant to management incentive plans or in connection with clauses (ii), (iii), (iv), (v) and (vi) are used by Holdings for the death or disability purposes specified therein within 20 days of such employees in an aggregate amount not to exceed $300,000,000the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or the Prepetition Credit Agreement, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (F) the foregoing shall not apply to any restrictions and conditions in existence on the Closing Date.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do soPayment; provided that (i) any Subsidiary the Sun Borrower and the Restricted Subsidiaries may declare and pay dividends or make other distributions ratably to its their equity holders and holders; (ii) so long as no Default shall have occurred and the Borrowers may acquire shares of LLC Parent delivered or to be continuing delivered to a director, officer or would result therefromemployee of the Parent Companies, the Borrower may repurchase its Equity Interests owned by employees of the Borrower Borrowers or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment a Restricted Subsidiary in connection with the grant, vesting, exercise or payment of a stock optionsoption, warrant or other equity or equity-based award granted by the Parent Companies, the Borrowers or a Restricted Subsidiary and the Loan Parties may make distributions in order to satisfy the exercise or purchase price of the award and/or any Tax withholding obligations arising in connection with such event; (iii) the Borrowers may make Restricted Payments to any Parent Company to permit such Parent Company, and the subsequent use of such payments by such Parent Company, to repurchase or redeem Capital Stock of LLC Parent owned by former or current management, directors, officers or employees (or their transferees, estates or beneficiaries under their estates) of any Parent Company, the Borrowers or any of the Restricted Subsidiaries or to make payments (including on promissory notes issued to pay the purchase price) with respect to such repurchases or redemptions upon death, disability, retirement, severance or termination of employment or service or pursuant to any employee, management or director equity plan, employee, management or director stock appreciation rights option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0004,000,000 in any fiscal year; (iv) Borrowers may make Restricted Payments to any Parent Company in an aggregate amount equal to the amount required for such Parent Company to pay (A) Taxes (at the then applicable rate) which are due and payable by any Parent Company as a result of being part of a consolidated, combined, unitary or similar group with any of the Borrowers and/or the Restricted Subsidiaries, but only to the extent such taxes are attributable to the income or business of any of the Borrowers and/or the Restricted Subsidiaries, (B) franchise taxes and fees required to maintain the legal existence of any Parent Company and (C) customary fees to members of its or any Parent Company’s board of directors, payments in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of any Parent Company or any of its Restricted Subsidiaries; (v) the Borrowers may make Restricted Payments to satisfy obligations existing on the Closing Date owing to affiliates of JER not to exceed $5,200,000; (vi) so long as no Default or Event or Default has occurred and is continuing, the Borrowers may make Restricted Payments to LLC Parent to pay the amount of management, consulting, monitoring and advisory fees (including termination fees and transaction fees) and related indemnities and expenses paid or accrued in such period to the Sponsor pursuant to any management agreement in an aggregate amount not exceeding $3,000,000 in any fiscal year; (vii) the Borrower may make Restricted Payments up to the Available Amount; provided, that the Available Amount shall only be available for Restricted Payments if, (x) the Borrowers shall have reduced the Obligations under the Facility to $225,000,000 or less and (y) the Borrowers and the Restricted Subsidiaries shall be in compliance with (A) each Financial Condition Covenant by at least 10% of the level set forth in such Financial Condition Covenant and (B) the Total Leverage Ratio shall not be greater than 2.25:1.00, in each case, calculated on a Pro Forma Basis as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements and certificates required by Section 5.1(a) or 5.1(b), as the case may be, and 5.1(c) have been delivered, as if such transaction had occurred as of the first day of such period; (viii) the Borrowers may make Restricted Payments to allow Holdings or any Parent Company to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of LLC Parent; (ix) the Borrowers may make Restricted Payments to any Parent Company to finance any Investment permitted to be made pursuant to Section 7.4 if such Investment were made by the Borrowers; provided that (i) such Restricted Payments shall be made substantially concurrently with the closing of such Investment and (ii) such Parent Company shall, immediately following the closing thereof, cause (A) all property acquired (whether assets or Capital Stock) to be contributed to the Borrowers or a Restricted Subsidiary (as common equity in the case of Capital Stock) or (B) the merger, consolidation or amalgamation (to the extent permitted in Section 7.5) of the person formed or acquired into the Borrowers or a Restricted Subsidiary in order to consummate an Investment in each case, in accordance with the requirements of Section 6.12; (x) the Genesis Borrower may pay cash distributions on its equity interests to Holdings for further distribution or dividend by Holdings to Parent and from Parent to LLC Parent, paid and declared solely for the purpose of funding payments or distributions by LLC Parent in respect of taxes owing by LLC Parent’s direct or indirect investors in respect of Genesis Borrower and the Restricted Subsidiaries (“Tax Distributions”), provided, however, that no Tax Distributions are permitted with respect to dividends or other payments by any member of the federal consolidated group that includes the Sun Borrower except to the extent (if any) that such distribution is used by Genesis Borrower to make payments specified in Sections 2.4, 2.5, 2.7 or 2.8 of this Agreement; and (xi) the Borrowers may make Restricted Payments to satisfy obligations to current employees existing on the Closing Date not to exceed $6,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Borrowers or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests Capital Stock or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary or to Guarantee guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or regulations or by any Loan Document, the ABL Facility, any Material Master Lease entered into prior to the Closing Date, or such other Indebtedness as is set forth on Schedule 7.1, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other permitted asset sale pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness creating Liens permitted by this Agreement if such restrictions or conditions apply only to Section 7.2 prohibiting further Liens on the property or assets securing such Indebtedness and properties encumbered thereby, (FE) clause (i) of the foregoing shall not apply to (x) customary provisions in leases Leases and other contracts restricting the subletting or assignment thereofthereof or (y) any Material Master Leases entered into after the Closing Date; provided, however, in each case, such restrictions shall not be more adverse to the Lenders and Borrowers than the equivalent restrictions set forth in these Material Master Leases existing as of the Closing Date, as modified by the Master Lease Intercreditor Agreements, (F) the foregoing shall not apply to customary provisions in joint venture agreements, partnership agreements, limited liability organizational governance documents, asset sale agreements, sale and leaseback agreements and other similar agreements, (G) the foregoing shall not apply to restrictions and conditions in any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Secured Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Secured Obligations, (H) the foregoing shall not apply to restrictions and conditions in any Indebtedness permitted pursuant to Section 7.1 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, (I) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into by the Borrowers or any Restricted Subsidiary in the ordinary course of business, (J) the foregoing shall not apply to any agreement assumed in connection with any Permitted Acquisition, which encumbrance or restriction is not applicable to any person, or the properties or assets of any person, other than the person or the properties or assets of the person so acquired and (K) the foregoing shall not apply to restrictions and conditions that (x) exist in any agreement in effect at the time any Restricted Subsidiary becomes a Subsidiary of the Borrowers, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary, (y) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to above; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and such restrictions are limited solely to such Restricted Subsidiary.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that , except: (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Parent and the Borrower may repurchase its Equity Interests (or the Equity Interests of any parent company thereof) owned by employees of the Borrower (or any parent company thereof) or the Subsidiaries or make payments to employees ofParent, the Borrower (or any parent company thereof) or the Subsidiaries or make payments to employees of the Parent, the Borrower (or any parent company thereof) or the Subsidiaries upon termination of employment in connection with the exercise or vesting of stock options, stock appreciation rights rights, restricted stock units, restricted stock or similar equity ||| 4134-8371-6675.14134-8371-6675 incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death death, termination or disability of such employees in an aggregate amount not to exceed $300,000,0001,000,000 in any fiscal year; (iii) the Borrower and the Subsidiaries may make Restricted Payments, the proceeds of which will be used to pay operating costs and expenses of a parent entity incurred in the ordinary course of business that are solely attributable to the operations of the Borrower and its Subsidiaries; (iv) the Borrower and the Subsidiaries of the Borrower may declare and make dividend payments or other distributions to its parentstheir respective parent entities, in each case, payable solely in the Equity Interests of such Person that are not Disqualified Stock; (v) the Parent and the Borrower may purchase, redeem or otherwise acquire shares of its Equity Interests or its parentsparent’s Equity Interests (in each case, other than Disqualified Stock) or warrants or options to acquire any such shares, in each case, with the proceeds received from the substantially concurrent issue of new shares of its Equity Interests (other than Disqualified Stock); provided that no more than 50% of the proceeds of any such concurrent issue of new shares of Equity Interests may be used to fund such purchase, redemption or other acquisition; (vi) the Borrower may enter into Permitted Call Spread Agreements and deliver shares of common stock of the Borrower, pay or deliver cash, or any combination thereof, in connection with the settlement, unwinding or termination of Permitted Call Spread Agreements;[reserved]; (vii) the Parent, the Borrower and the Subsidiaries may make the Tax Distributions; and (viii) Restricted Payments may be made to pay in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of the Parent or the Borrower.; and (ix) to the extent constituting a Restricted Payment, the Loan Parties may consummate the Second Lien Conversion; provided that, notwithstanding the foregoing, neither the Parent nor the Borrower will, nor will either cause or permit any of their Subsidiaries 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), in each case, with respect to any Second Lien Warrant (other than (x) any Qualified Capital Stock issued upon the exercise of the Second Lien Warrants, to the extent such Restricted Payment is otherwise permitted hereunder or (y) in respect of any accrued and unpaid transfer taxes, indemnities and expenses in connection therewith). (ba) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law law, regulation or order of any Governmental Authority or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not ||| 4134-8371-6675.14134-8371-6675 apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (F) the foregoing shall not apply to any agreement in effect at the time any Subsidiary becomes a Subsidiary of the Borrower, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Subsidiary of the Borrower and such agreement does not extend to the Borrower or any other Subsidiary, (G) sub-clause (i) of the foregoing shall not apply to restrictions in documents governing secured Indebtedness expressly permitted by this Agreement, (H) subject to the terms of the Intercreditor Agreement, the foregoing shall not apply to restrictions andor conditions imposed under the terms of any agreement entered into in connection with any Receivables Program; provided that such restrictions and conditions apply only to a Receivables Subsidiarycontained in the Second Lien Credit Agreement, and (I) the foregoing shall not apply to customary provisions in Joint Venture agreements and other similar agreements applicable to Joint Ventures permitted hereunder, applicable solely to the applicable Joint Venture and entered into in the ordinary course of business.

Restricted Payments; Restrictive Agreements. (a) Declare At any time that the Facilities do not have an Investment Grade Standing, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), ) or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, (x) Overnite may declare and pay dividends on its Equity Interests in the Borrower form of Equity Interests, (y) Overnite may repurchase its Equity Interests owned by employees of the Borrower Overnite or the Subsidiaries or make payments to employees of the Borrower Overnite, or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year and(z) Overnite or any Subsidiary may make other Restricted Payments in an aggregate amount not to exceed $25,000,000 in any fiscal year. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, materially restricts or imposes any burdensome condition upon (i) the ability of the Borrower Overnite or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Overnite or any other Subsidiary or to Guarantee Indebtedness of the Borrower Overnite or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Indebtedness, Capital Lease Obligations or Synthetic Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and or subject to such lease, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (F) the foregoing shall not apply to customary restrictions and conditions contained in agreements effecting Securitization Transactions, to the extent such restrictions and conditions relate to the assets transferred in connection with, or subject to, such Securitization Transactions and/or the Equity Interests of any special purpose entity to which such assets are transferred, (G) the foregoing shall not apply to provisions contained in agreements existing on the date hereof and identified on Schedule 6.06(b) and (H) clause (i) of the foregoing shall not apply to restrictions or conditions contained in agreements governing Indebtedness issued at any time that the Facilities have an Investment Grade Standing if such provisions require only that such Indebtedness be secured equally and ratably by Liens granted after the date thereof to secure the Obligations.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to No Borrower shall declare or make, directly or indirectly, make any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do soPayment; provided that that: (i) any Subsidiary so long (A) as no Default or Event of Default has occurred and is continuing and (B) the ABL Credit Agreement is in full force and effect and no default or event of default (each as defined in the ABL Credit Agreement) has occurred and is continuing thereunder, Borrowers may declare and pay dividends or make other distributions ratably to their equity holders; (ii) [Reserved]; (iii) [Reserved]; (iv) Borrowers may make Restricted Payments to GHC Holdings LLC, GHLLC or any Parent Company in an aggregate amount equal to the amount required for such Parent Company to pay (A) Taxes (at the then applicable rate) which are due and payable by GHC Holdings LLC, GHLLC or any Parent Company as a result of being part of a consolidated, combined, unitary or similar group with any of the Borrowers, but only to the extent such taxes are attributable to the income or business of any of the Borrowers, (B) franchise taxes and fees required to maintain the legal existence of GHC Holdings LLC, GHLLC or any Parent Company and (C) customary fees to members of its equity holders or GHC Holdings LLC’s, GHLLC’s or any Parent Company’s board of directors, payments in respect of insurance coverage or for indemnification obligations under any law, indenture, contract or agreement to any director or officer of any Loan Party; (v) [Reserved]; (vi) [Reserved]; (vii) [Reserved]; (viii) [Reserved]; (ix) Borrowers may make Restricted Payments to GHC Holdings LLC, GHLLC or any Parent Company to finance any Investment permitted to be made pursuant to Section 8.4 if such Investment were made by the Borrowers; provided that (i) such Restricted Payments shall be made substantially concurrently with the closing of such Investment and (ii) so long GHC Holdings LLC, GHLLC or such Parent Company, as no Default shall have occurred and be continuing or would result therefromapplicable, shall, immediately following the Borrower may repurchase its closing thereof, cause (A) all property acquired (whether assets, Equity Interests owned by employees or Equity Equivalents) to be contributed to Borrowers (as common equity in the case of Equity Interests or Equity Equivalents) or (B) the merger, consolidation or amalgamation (to the extent permitted in Section 8.5) of the Person formed or acquired into a Borrower or the Subsidiaries or make payments in order to employees of the Borrower or the Subsidiaries upon termination of employment consummate an Investment, in connection each case, in accordance with the exercise requirements of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000Section 7.13; (x) [Reserved]; and (xi) [Reserved]. (b) Enter No Borrower shall enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the any Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary of any Borrower to pay dividends or other distributions with respect to any of its Equity Interests or Equity Equivalents or to make or repay loans or advances to the such Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiarysuch Borrower; provided that (A) the foregoing shall not apply to restrictions and conditions existing on imposed by law or regulations or by any Master Lease entered into prior to the Closing Date, or such other Indebtedness as is set forth on Schedule 8.1, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any other permitted asset sale pending such sale; provided that such restrictions and conditions apply only to the relevant Subsidiary or other asset that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness creating Liens permitted by this Agreement if such restrictions or conditions apply only to Section 8.2 prohibiting further Liens on the property or assets securing such Indebtedness and properties encumbered thereby, (FE) clause (i) of the foregoing shall not apply to (x) customary provisions in leases Leases and other contracts restricting the subletting or assignment thereofthereof or (y) any Master Lease entered into after the Closing Date; provided, however, in each case, such restrictions shall not be more adverse to the Lenders and Borrower than the equivalent restrictions set forth in the Master Leases existing as of the Closing date, as modified by the Master Lease Intercreditor Agreements, (F) the foregoing shall not apply to customary provisions in joint venture agreements, partnership agreements, limited liability organizational governance documents, asset sale agreements, sale and leaseback agreements and other similar agreements, (G) the foregoing shall not apply to restrictions and conditions in any other agreement that does not restrict in any manner (directly or indirectly) Liens created pursuant to the Loan Documents on any Collateral securing the Obligations and does not require the direct or indirect granting of any Lien securing any Indebtedness or other obligation by virtue of the granting of Liens on or pledge of property of any Loan Party to secure the Obligations, (H) the foregoing shall not apply to restrictions and conditions in any Indebtedness permitted pursuant to Section 8.1 to the extent such restrictions or conditions are no more restrictive than the restrictions and conditions in the Loan Documents, (I) the foregoing shall not apply to customary provisions restricting assignment of any agreement entered into by a Borrower in the ordinary course of business, and (J) the foregoing shall not apply to restrictions and conditions that (x) exist in any agreement in effect at the time any Person becomes a Borrower, so long as such agreement was not entered into in contemplation of such Person becoming a Subsidiary, (y) is imposed by any amendments or refinancings that are otherwise permitted by the Loan Documents of the contracts, instruments or obligations referred to above; provided that such amendments and refinancings are no more materially restrictive with respect to such prohibitions and limitations than those prior to such amendment or refinancing and such restrictions are limited solely to such Borrower.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Subsidiary of Holdings may declare and pay dividends or make other distributions Restricted Payments ratably to its equity holders and holders, (ii) (a) Holdings and any Subsidiary may pay or make dividends or distributions to any holder of its Qualified Capital Stock in the form of additional shares of Qualified Capital Stock of the same class, and may exchange one class or type of Qualified Capital Stock with shares of another class or type of Qualified Capital Stock and (b) Holdings may make distributions and payments to any Parent Company, Permitted Investor or Affiliate thereof holding Subordinated Shareholder Loans in the form of additional Subordinated Shareholder Loans, and may capitalize the interest on its Subordinated Shareholder Loans; (iii) Holdings may make Restricted Payments to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of Holdings, or any Parent Company held by any future, present or former employee, director or consultant of Holdings or any Parent Company or any Subsidiary of Holdings pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided that the aggregate Restricted Payments made under this clause (iii) after the 2016 Restatement Date do not exceed $25,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximum payment of $50,000,000 in any calendar year); (iv) Holdings may make Restricted Payments to any Parent Company in amounts required for such Parent Company to pay national, state or local income taxes (as the case may be) imposed directly on such Parent Company to the extent such income taxes are attributable to the income of Holdings and its Subsidiaries (including, without limitation, by virtue of such Parent Company being the common parent of a consolidated or combined tax group of which Holdings or its Subsidiaries are members); provided, however, that in no event shall Holdings make Restricted Payments pursuant to this Section 6.06(a)(iv) in an amount greater than the amount Holdings would pay on such income to a taxing authority were such income taxes to be computed for Holdings and its Subsidiaries on a separate return basis (taking into account tax attributes from prior years); (v) Holdings may make Restricted Payments (A) in amounts required for any Parent Company or any Affiliate thereof, if applicable, to pay fees and expenses (including IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any Parent Company or of any Affiliate thereof, if applicable, and general corporate operating and overhead expenses (including compliance and reporting expenses) of any Parent Company or any Affiliate thereof, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of Holdings, if applicable, and their respective Subsidiaries; provided, that for so long as such Parent Company owns no material assets other than Equity Interests in Holdings or any Parent Company, such fees and expenses shall be deemed for purposes of this clause (A) to be attributable to such ownership or operation and (B) in amounts required for any Parent Company to pay fees and expenses, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such Parent Company; and provided further that such amounts reduce Consolidated Net Income pursuant to the definition of such term; (vi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (vii) Restricted Payments by Holdings or any Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any such Person; (viii) after a Qualified Public Offering, Holdings may pay dividends and make distributions to any Parent Company, so that such Parent Company can pay dividends and make distributions to, or repurchase or redeem its Equity Interests from, its equity holders in an amount generating a 3.00% annual yield payable to all equity holders (such yield to be determined based on the initial public offering price of the Equity Interests sold in such Qualified Public Offering); provided that both before and after giving effect thereto, (x) no Event of Default shall have occurred and be continuing and (y) Holdings would be in Pro Forma Compliance; (ix) Holdings may make Restricted Payments, in an aggregate amount not to exceed the Available Amount, provided that both before and after giving effect thereto, (x) no Event of Default shall have occurred and be continuing and (y) Holdings would be in Pro Forma Compliance; (x) Holdings or would result therefrom, the Borrower any Subsidiary may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees Restricted Payments in an aggregate amount not to exceed $300,000,00090,000,000; (xi) Holdings may make Restricted Payments to pay Management Fees, plus out-of-pocket expense reimbursement; provided that both before and after giving effect thereto, no Event of Default shall have occurred and be continuing; (xii) Holdings or any Subsidiary may make a distribution, as a dividend or otherwise, of the Equity Interests of, or Indebtedness owed to Holdings or any Subsidiary by, an Unrestricted Subsidiary; provided that both before and after giving effect thereto, no Event of Default shall have occurred and be continuing; IF " DOCVARIABLE "SWDocIDLocation" 1" = "1" " DOCPROPERTY "SWDocID" [[6026340]]" "" [[6026340]] (xiii) Holdings or any Subsidiary may make Restricted Payments in an aggregate amount, together with the aggregate principal amount of Indebtedness paid, redeemed or otherwise acquired for value pursuant to Section 6.09(c)(ii), not to exceed the amount of Excluded Contributions; and (xiv) Holdings or any Subsidiary may make unlimited Restricted Payments; provided that (x) both before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, shall not exceed 4.25 to 1.0. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Bank Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Holdings or any other Subsidiary or to Guarantee Indebtedness of the Borrower Holdings or any other Subsidiary; provided that , except in each case for such encumbrances or restrictions existing under or by reason of: (A) the foregoing shall not apply to contractual encumbrances or restrictions and conditions existing in effect on the Closing Date, 2016 Restatement Date and set forth on Schedule 6.06(b); (B) the foregoing shall not apply Loan Documents, the Senior Secured Note Documents with respect to restrictions Senior Secured Notes outstanding on the 2016 Restatement Date, the Senior Unsecured Note Documents with respect to Senior Unsecured Notes outstanding on the 2016 Restatement Date, the November 2013 5.625% Senior Unsecured Note Documents and conditions imposed by law or by any Loan Document, the Intercreditor Agreements; (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderapplicable law or any applicable rule, regulation or order; (D) any agreement or other instrument of a Person acquired by Holdings or any Subsidiary which was in existence at the foregoing shall time of such acquisition (but not apply created in contemplation thereof or to restrictions and conditions imposed on provide all or any Foreign Subsidiary by portion of the terms funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunderPerson, (E) clause (i) of other than the foregoing shall not apply to restrictions Person and its Subsidiaries, or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to Person and its Subsidiaries, so acquired; (E) customary provisions in leases and other contracts restricting the assignment thereof.joint venture agreements relating solely to such joint venture;

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) Holdings may, provided that no Default or Event of Default has occurred and is continuing, declare and pay dividends or other distributions to holders of its Equity (A) in an aggregate amount not to exceed $10,000,000 if after giving effect to such payment or repurchase, the covenants set forth in Sections 6.11 and 6.12 would be satisfied on a pro forma basis and (B) in an aggregate amount at any time not to exceed the Retained Excess Cash Flow Amount at such time if after giving effect to such payment or repurchase on a pro forma basis, the Net Leverage Ratio would not be in excess of 1. 90:1. 00, (ii) any Subsidiary may declare and pay dividends or make other distributions ratably (or in a manner more favorable to the Borrower or the Loan Parties) to its equity holders and holders, (iiiii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year less the aggregate amount of Restricted Payments made pursuant to clause (v) of this Section 6.06(a) during such fiscal year, (iv) the Borrower may make Restricted Payments to Holdings at any time (x) in an amount as may be necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) for so long as Holdings files tax returns on a consolidated or combined basis with the Borrower and its Subsidiaries, in an amount necessary to pay such consolidated or combined Tax liabilities of Holdings (or its direct or indirect parent entity) which are allocable or attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of United States Federal, State and local taxes were the Borrower and the Subsidiaries to file their own consolidated or combined group and (B) all Restricted Payments made to Holdings (or its direct or indirect parent entity) pursuant to this clause (iv) are used by Holdings (or its direct or indirect parent entity) for the purposes specified herein within 20 days of the receipt thereof and (v) Holdings, the Borrower and the Subsidiaries may make up to $5,000,000 of Restricted Payments in any fiscal year to their directors, officers or employees in connection with directors’ qualifying shares, incentive shares, management or employee compensation, stock option or other benefit plans permitted hereunder, including non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the purchase price of such options. (ba) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary or Joint Venture to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law law, by the HPUC Decision and Order or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and equityholders, (ii) the Parent may declare and pay dividends and other payments solely in common shares of the Parent, (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Parent may (x) repurchase its Equity Interests owned by retiring directors, officers or employees of the Borrower Parent or the Subsidiaries or any of its Subsidiaries, (y) make payments to directors, officers or employees of the Borrower Parent or the any of its Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management or other incentive plans or in connection with the death or disability of such employees, and (iv) the Parent may repurchase restricted Equity Interests of the Parent issued as compensation to officers, directors and employees in upon the vesting of such restricted Equity Interests if the fair market value of such repurchased Equity Interests represent an aggregate amount not equal to exceed $300,000,000the tax withholding obligations of such officers, directors and employees that result from the vesting of such restricted Equity Interests. (b) Enter into, incur or permit to exist any agreement or other arrangement (other than, in the case of any HMO Subsidiary or any Insurance Subsidiary, with a Governmental Authority regulating such Subsidiary) that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary (other than an HMO Subsidiary or an Insurance Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other SubsidiaryLoan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing above shall not apply to restrictions or conditions imposed by (x) customary provisions in leases and other contracts restricting the assignment thereof and (y) any agreement relating to secured Indebtedness Lien permitted by this Agreement Section 6.02 or any document or instrument governing any such permitted Lien if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness permitted Lien and (FD) clause (i) of the foregoing shall not apply to customary provisions the WMG Guarantee Arrangement as in leases and other contracts restricting effect on the assignment thereofdate hereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and equityholders, (ii) the Parent may declare and pay dividends and other payments solely in common shares of the Parent, (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Parent may (x) repurchase its Equity Interests owned by retiring directors, officers or employees of the Borrower Parent or the Subsidiaries or any of its Subsidiaries, (y) make payments to directors, officers or employees of the Borrower Parent or the any of its Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management or other incentive plans or in connection with the death or disability of such employees, and (iv) the Parent may repurchase restricted Equity Interests of the Parent issued as compensation to officers, directors and employees in upon the vesting of such restricted Equity Interests if the fair market value of such repurchased Equity Interests represent an aggregate amount not equal to exceed $300,000,000the tax withholding obligations of such officers, directors and employees that result from the vesting of such restricted Equity Interests. (b) Enter into, incur or permit to exist any agreement or other arrangement (other than, in the case of any HMO Subsidiary or any Insurance Subsidiary, with a Governmental Authority regulating such Subsidiary) that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary (other than an HMO Subsidiary or an Insurance Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other SubsidiaryLoan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, hereunder and (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing above shall not apply to restrictions or conditions imposed by (x) customary provisions in leases and other contracts restricting the assignment thereof and (y) any agreement relating to secured Indebtedness Lien permitted by this Agreement Section 6.02 or any document or instrument governing any such permitted Lien if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofpermitted Lien.

Restricted Payments; Restrictive Agreements. Subject to compliance with Section 2.10(a), as applicable, (a) Declare declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower and the Subsidiaries may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000. 250,000 in any fiscal year and (biii) Enter intoso long as no Default or Event of Default shall have occurred and is continuing or would result therefrom, incur the Borrower and the Subsidiaries may make Restricted Payments to Holdings (w) in an amount not to exceed $250,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business, (x) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (iarising as a result of) the ability operations of the Borrower or any Restricted Subsidiary to createand the Subsidiaries; provided, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions however, that, with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that clauses (w) and (x), (A) the foregoing amount of such dividends shall not apply exceed the amount that the Borrower and the Subsidiaries would be required to restrictions pay in respect of Federal, State and conditions existing on local taxes were the Closing Date, Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings for the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Documentpurposes specified herein within 20 days of the receipt thereof, (Civ) Borrower may make any Permitted Distributions/Loans; (v) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, Borrower and the foregoing Subsidiaries may pay the fees payable under the Management Agreement; (vi) so long as no Event of Default or Default shall not apply to customary restrictions have occurred and conditions contained in agreements relating to be continuing or would result therefrom, Borrower and the sale of a Subsidiary pending such saleGuarantors may make distributions; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderfor purposes of clauses (i), (Diii)(w), (iv), (v) and (vi), no such distribution to Holdings or any Subsidiary may be made unless Borrower shall maintain the Minimum Liquidity Threshold after giving effect to such distribution, and (vii) Borrower may distribute any promissory note evidencing any Permitted Distributions/Loans to Holdings. For the avoidance of doubt the foregoing will not prohibit any payment of interest by Holdings in respect of convertible debt of Holdings; provided, however, that any distribution or intercompany loan by Borrower to Holdings for purposes of paying such interest payments shall not apply be subject to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofSection 2.10(a).

Restricted Payments; Restrictive Agreements. (aA) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Restricted Subsidiary of the Borrowers may declare and pay dividends or make other distributions ratably to its equity holders and (so long as, to the extent such Restricted Subsidiary is not a wholly owned Subsidiary, such dividends or distributions are made on a pro rata basis), (ii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Borrowers or any Restricted Subsidiary may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by current or former directors, officers, employees or consultants of Holdings, the Borrowers or the Restricted Subsidiaries or any estate, family member of, or trust or other entity for the benefit of, any of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries foregoing persons upon termination of employment employment, in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans plans, in connection with the exercise of rights by Holdings or any Restricted Subsidiary under any agreement with any such current or former directors, officers, employees or consultants or in connection with the death or disability of such current or former directors, officers, employees or consultants, in an aggregate amount for all such repurchases not to exceed $300,000,0001,000,000 in any fiscal year but not more than $5,000,000 in the aggregate plus the cash proceeds of key man life insurance policies received by the Borrowers after the Third Restatement Date less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (a)(ii), (iii) Holdings, the Borrowers and each Restricted Subsidiary may declare and pay dividends payable solely in shares of common stock or other Qualified Capital Stock of Holdings, the Borrowers or such Restricted Subsidiary, (iv) the Borrowers or any Restricted Subsidiary may make distributions to Holdings so that Holdings may purchase, repurchase, defease, acquire or retire for value the capital stock of Holdings or options, warrants or other rights to acquire such capital stock solely in exchange for, or out of the proceeds of the sale of (so long as such purchase, repurchase, redemption, defeasance, acquisition or retirement is consummated within 60 days of such sale) Qualified Capital Stock of Holdings or options, warrants or other rights to acquire such Qualified Capital Stock, (v) the Borrowers and each Restricted Subsidiary may purchase, repurchase, defease or retire for value the capital stock of Holdings or options, warrants or other rights to acquire such capital stock deemed to occur upon the exercise of options, warrants or other rights to acquire such capital stock solely to the extent that shares or options, warrants or other rights to acquire such capital stock represent all or any portion of the exercise price of such options, warrants or other rights to acquire such capital stock, (vi) the making of cash payments (or distributions to Holdings to permit such payments by Holdings) in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of Holdings shall be permitted, (vii) the Borrowers or any Restricted Subsidiary may make Restricted Payments to Holdings (v) to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such persons shall, promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrowers or a Restricted Subsidiary or (2) the merger, amalgamation, consolidation or sale of all or substantially all assets (to the extent permitted in Section 6.05) of the person formed or acquired into the Borrowers or a Restricted Subsidiary in order to consummate such Investment, in each case, in accordance with the requirements of Section 5.12 and Section 6.04; (w) the proceeds of which shall be used by Holdings to pay costs, fees and expenses related to any equity or debt offering permitted by this Agreement (whether or not successful); (x) to the extent necessary to pay general corporate and overhead expenses incurred by Holdings (including legal, accounting and filing costs), (y) to the extent necessary to pay fees and expenses and (z) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations or income of the Borrowers and the Restricted Subsidiaries; (viii) the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments, in an amount not to exceed the Available Basket Amount immediately prior to the time such Restricted Payment is paid, shall be permitted; provided that (x) no Event of Default has occurred and is continuing at the time of any such Restricted Payment or would result therefrom and (y) the Total Net Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, prior to the date of the execution of the definitive agreement governing such Restricted Payment shall not exceed 2.50 to 1.00; provided, further, that during the Waiver Period or any Specified Equity Cure Period the Borrowers and the Restricted Subsidiaries shall not be permitted to make any Restricted Payments pursuant to this clause (viii); (ix) [reserved]; (x) [reserved]; (xi) the Borrowers and the Restricted Subsidiaries may make any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 6.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (xii) the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments with any cash received by Holdings, which is contributed as common equity to the U.S. Borrower, as the exercise price in connection with an exercise of warrants or options with respect to Equity Interests of Holdings by the holders of such warrants or options; (xiii) to the extent constituting Restricted Payments, the Borrowers and the Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03, 6.04, 6.05 or 6.07; (xiv) payments made or expected to be made by the Borrowers or any Restricted Subsidiary (or distributions to Holdings to permit such payments by Holdings) in respect of withholding, employment or similar taxes payable by any current or former directors, officers, employees or consultants and any repurchases of Equity Interests deemed to occur upon exercise, vesting or settlement of, or payment with respect to, any equity or equity-based award, including, without limitation, stock or other equity options, stock or other equity appreciation rights, warrants, restricted equity units, restricted equity, deferred equity units or similar rights if such Equity Interests are used by the holder of such award to pay a portion of the exercise price of such options, appreciation rights, warrants or similar rights or to satisfy any required withholding or similar taxes with respect to any such award, (xv) the Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings, the proceeds of which shall be used by Holdings to make any payment or delivery (1) pursuant to the terms of any Permitted Convertible Notes (including, without limitation, upon conversion, redemption, required repurchase, an interest payment date or maturity) or (2) pursuant to the terms of any Permitted Convertible Note Hedging Agreement or in connection with the early termination, unwind or settlement thereto and (xvi) in addition to Restricted Payments permitted by paragraphs (i) through (xv) above, additional Restricted Payments by the Borrowers and the Restricted Subsidiaries so long as the aggregate amount of such Restricted Payments pursuant to this paragraph (xvi) does not exceed $2,500,000. (ba) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Borrowers or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary of the Borrowers that is not a Loan Party to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower Borrowers or any other SubsidiaryLoan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan DocumentDocument or documentation relating to Incremental Equivalent Debt, the Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (C) [reserved], (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting subleasing or the assignment thereof, (F) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under this Agreement pending the consummation of such sale, (G) the foregoing shall not apply to restrictions or conditions arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred by Section 6.01 if such restrictions or conditions taken as a whole are no more onerous to the Borrowers or the Restricted Subsidiaries than the terms of this Agreement, (H) the foregoing shall not apply to any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Borrowers or any Restricted Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any person, or the properties of any person, other than the person or the properties or assets of the person so acquired as long as such agreement or instrument was not entered into in contemplation of the acquisition of such assets, the foregoing shall not apply to any restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (J) the foregoing shall not apply to any provisions in joint venture agreements (relating solely to the respective joint venture) entered into in the ordinary course of business, (K) the foregoing shall not apply to customary non-assignment provisions in leases, contracts, licenses and other agreements, (L) the foregoing shall not apply to any agreement in effect at the time a person becomes a Restricted Subsidiary of the Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Borrowers, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Restricted Subsidiary, or the property or assets of the Restricted Subsidiary, so acquired, (M) the foregoing shall not apply to customary restrictions that arise in connection with any Lien permitted by Section 6.02 or any document in connection therewith provided that such restriction relates only to the property subject to such Lien (and any proceeds and products thereof) and (N) the foregoing shall not apply to restrictions or conditions arising pursuant to an agreement, instrument or guarantee provided in connection with any Vessel Financing.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) Parent may distribute the Equity Interests of a Spinout Subsidiary pursuant to a Spinout Transaction; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, repurchase its Equity Interests owned by employees current or former employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of Parent, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00040,000,000 in any fiscal year; (iv) the Borrower may make Restricted Payments to Parent (x) to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business (including legal, accounting and similar expenses) and expenses necessary to maintain its status as a publicly held corporation, and (y) in an amount necessary to pay the Tax liabilities of Parent; provided, however, that all Restricted Payments made to Parent pursuant to this clause (iv) are used by Parent for the purposes specified herein within 20 days of the receipt thereof; (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate principal amount from the Second Restatement Effective Date not to exceed $50,000,000 less the amount of payments made from and after the Second Restatement Effective Date pursuant to Section 6.09(b)(i); (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) so long as (A) no Event of Default or Default shall have occurred and be continuing or would result therefrom and (B) at the time of and after giving effect thereto, the Secured Leverage Ratio shall not be greater than 3.0 to 1.0, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an amount not to exceed the Available Amount at the time such Restricted Payment is made; and (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, (A) repurchase any of its Equity Interests, or (B) make payments to employees, directors or consultants of Parent, the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Parent, the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or the Senior Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) contained in any agreement relating to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity and (H) imposed by any credit agreement, indenture or other agreement governing Pari Passu Debt, so long as such restrictions and conditions are not less favorable to the Lenders than to the holders of such Pari Passu Debt; and (y) clause (i) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may (w) make Restricted Payments in an aggregate amount not to exceed $10,000,000, (x) in the event of a Special Disposition, make Restricted Payments in an aggregate amount not to exceed the Net Cash Proceeds of such Special Disposition less the Special Prepayment Amount in respect of such Special Disposition, (y) if at the end of any fiscal year the Leverage Ratio was less than 3.0 to 1.0 and the Senior Leverage Ratio was less than 1.25 to 1.0, make Restricted Payments during the following fiscal year in an aggregate amount not to exceed 50% of Excess Cash Flow for the fiscal year then ended so long as, after giving effect to any such Restricted Payment, the Leverage Ratio would be less than 3.0 to 1.0 and the Senior Leverage Ratio would be less than 1.25 to 1.0 and (z) repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0008,000,000 in any fiscal year, of which the aggregate amount paid to any one such employee (or estate of such employee) shall not exceed $4,000,000, (iii) the Borrower may make Restricted Payments or make loans and advances to Holdings (x) in an amount not to exceed $250,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to make Tax Payments directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower to pay such taxes as a stand-alone taxpayer and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings for the purposes specified herein within 30 days of the receipt thereof, (iv) the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, pay the Closing Date Dividend and (v) the Borrower may acquire all of the Equity Interests of Tahoe Joe's not currently owned by the Borrower in accordance with the provisions of Section 6.04(g). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any refinancing thereof, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Indebtedness, Capital Lease Obligations or Synthetic Lease Obligations permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness or subject to such lease and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by future, present or former officers, directors, employees or consultants of the Borrower or the Subsidiaries or make payments to officers, directors, employees or consultants of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or other similar agreements or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00010,000,000 (increasing on and after the Acquisition Closing Date to $12,000,000) in any fiscal year, (iii) the Borrower may effect the Special Distribution with the proceeds of the Term Loans made hereunder[Reserved], (iv) the Borrower may make cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrower and, (v) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom (determined in the case of any dividend payable by the Borrower to the holders of its common Equity Interests generally, at the time of declaration thereof, so long as such dividends are paid within 60 days of such declaration), the Borrower may make additional Restricted Payments (A) in an aggregate amount not to exceed (x) from the Closing Date to the Acquisition Closing Date $15,000,000 (less the amount of payments made pursuant to Section 6.09(b)(ii)(A)),(x) prior to the Acquisition Closing Date) and (y) from and after the Acquisition Closing Date, $18,000,000 (less the amount of payments made pursuant to Section 6.09(b)(ii)(A)(y) on or after the Acquisition Closing Date) (B) with amounts available under the Available Builder Basket at such time; provided that, with respect to this clause (B), the Leverage Ratio would not, on a pro forma basis after giving effect to such Restricted Payment and the financing therefor, exceed 2.50:1.00 as of the end of the most recently completed Test Period and (C) with the then-available Available Equity Proceeds and (vi) the Borrower or any of its Subsidiaries make any payments required to be made under the Merger Agreement or the Purchase Agreement. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or regulation or by any Loan Document, or, in the case of Registered Securities Exchange Subsidiaries, required by the regulator thereof, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Restricted Subsidiary of the Lead Borrower may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Lead Borrower may, or the Lead Borrower may make distributions to Holdings (and Holdings may in turn make distributions to the Parent) so that Holdings (or the Parent) may, repurchase its Equity Interests (A) owned by current and former officers, directors, consultants, advisors or employees of the Borrower Parent, Holdings, the Borrowers or the Borrowers’ respective Restricted Subsidiaries or make payments to current and former officers, directors, consultants, advisors or employees of the Borrower Parent, Holdings, the Borrowers or the Borrowers’ respective Restricted Subsidiaries upon termination of employment (x) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to any management incentive plans plan, equity based compensation plan, equity subscription agreement, equity award agreement, shareholders’ or members’ agreement or other similar agreement, plan or arrangement, or (y) in connection with the retention, promotion, separation from service, death or disability of such employees individuals, in an aggregate amount for subclauses (x) and (y) of this clause (ii) not to exceed $300,000,0001,000,000 in any fiscal year, or (B) in respect of Warrants outstanding on the Closing Date, in an aggregate amount for this subclause (B) not to exceed $5,000,000 in any fiscal year; (iii) the Lead Borrower may make Restricted Payments to Holdings (and Holdings may in turn make Restricted Payments to the Parent) in order to allow Holdings and/or the Parent to (x) pay Holdings and/or the Parent’s administrative expenses and corporate overhead, franchise fees, public company costs (including SEC fees and auditing fees) and customary director fees, (y) pay premiums and deductibles in respect of directors and officers insurance policies and excess liability policies obtained from third-party insurers, provided that, with respect to subclauses (x) and (y), during any Fiscal Year during which the Parent carried on any business other than the ownership of the equity in Holdings, the Lead Borrower may only make Restricted Payments to Holdings (and Holdings may in turn make Restricted Payments to the Parent) only in respect of those administrative expenses and corporate overhead, franchise fees, public company costs (including SEC fees and auditing fees), customary director fees and premiums and deductibles in respect of directors and officers insurance policies and excess liability policies obtained from third-party insurers reasonably determined by the Lead Borrower to be allocable to Holdings and its Subsidiaries and (z) pay Tax liabilities attributable to Holdings and its subsidiaries in an amount not to exceed the amount of such taxes that would be payable by Holdings and its subsidiaries on a stand-alone basis (if Holdings were a corporation and parent of a consolidated group including its subsidiaries), provided that (A) any payments made pursuant to this clause (z) in any period that are not otherwise deducted in calculating Consolidated Net Income shall be deducted in calculating Consolidated Net Income for such period (and shall be deemed to be a provision for taxes for purposes of calculating Excess Cash Flow for such period) and (B) all Restricted Payments made to the Parent or Holdings pursuant to this clause (iii) shall be used by Parent or Holdings, as the case may be, for the purposes specified herein within 20 days of the receipt thereof, (iv) the Borrowers and each of their respective Restricted Subsidiaries may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issuance of new common Equity Interests of such Person (other than any such issuance to the Borrowers or their respective Restricted Subsidiaries), (v) Holdings, the Borrowers and the Borrowers’ respective Restricted Subsidiaries may make repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof), the Borrowers or any of the Borrowers’ respective Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represents a portion of the exercise price of such options or warrants, (vi) the Borrowers or any of their respective Restricted Subsidiaries may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrowers or such Restricted Subsidiaries or in connection with any Permitted Acquisition, and (vii) the Lead Borrower may make other Restricted Payments to Holdings (and Holdings may in turn make such Restricted Payments to the Parent) in an amount equal to the portion, if any, of the Available Amount Basket on such date that the Lead Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied and including reasonably detailed calculations required to demonstrate compliance with the First Lien Net Leverage Ratio required by clause (B) below; provided, that (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the First Lien Net Leverage Ratio at the time of the making of the applicable Restricted Payment, calculated on a Pro Forma Basis, would be no greater than 3.75:1.00 as of the last day of the Test Period most recently ended prior to such Restricted Payment for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, have been delivered. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower Borrowers or any of the Borrowers’ respective Restricted Subsidiary Subsidiaries to create, incur or permit to exist any Lien upon any of its or their property or assets assets, or (ii) the ability of any Restricted Subsidiary of the Lead Borrower to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, any documents relating to any New Incremental Notes, any documents relating to any Extension, any documents relating to any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness and any Subordinated Indebtedness and any refinancing of any of the foregoing, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, hereunder and (ED) clause (i) of the foregoing shall not apply to (w) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (Fx) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof,(y) restrictions and conditions existing on the Closing Date and identified on Schedule 6.06 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition) and (z) restrictions and conditions contained in documents relating to Indebtedness permitted to be incurred pursuant to Section 6.01(g).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may (A) repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year or (B) repurchase or pay cash dividends on its common Equity Interests in the open market or otherwise in an aggregate amount not to exceed the sum of (x) $15,000,000 and (y) the CNI Growth Amount as in effect immediately prior to the time of the making of such Restricted Payment; (iii) so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (B) both before and after giving effect to such payment in cash, the Borrower shall be in Pro Forma Financial Covenant Compliance, the Borrower may pay regularly scheduled cash dividends on any Cash-Pay Preferred issued in accordance with Section 6.01(j), and (iv) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments under this clause (iv) in an amount not to exceed $5,000,000 in any fiscal year. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document (or any Second Lien Facility Document), (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as (x) no Event of Default shall have occurred and be continuing and (y) the Borrower shall be in Pro Forma Compliance after giving effect thereto, the Borrower may make Restricted Payments to Holdings in the amounts and at the times necessary to enable Holdings (A) to pay interest in cash on the Holdco Notes and (B) if then permitted by Section 6.09(c)(ii) or (iii), to redeem, repurchase or otherwise retire Holdco Notes, (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount (excluding any amount of any such repurchase paid for with the cancellation of Indebtedness of such employee to the Borrower or Holdings, as the case may be) not to exceed $300,000,0004,000,000 in any fiscal year, (iv) the Borrower may, or the Borrower may make distributions to Holdings, so that Holdings may, repurchase or redeem shares of its Equity Interests pursuant to the Borrower’s 401(k) plan as in effect on the Closing Date and to the extent required by law, (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings, so that Holdings may, repurchase or redeem shares (including any repurchase or redemption paid for with the cancellation of Indebtedness of the applicable employee to the Borrower or Holdings, as the case may be) of its Equity Interests issued or granted by Holdings to employees (including substantially full-time independent contractors) and held by such employees in an aggregate amount not to exceed $4,000,000 during any fiscal year of the Borrower, provided that any such purchases or redemptions paid for with the cancellation of Indebtedness of employees to the Borrower or Holdings, as the case may be, shall not be limited in amount, (vi) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $1,000,000 in any fiscal year, to the extent necessary to pay actual out-of-pocket general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Tax liabilities directly attributable to (or arising as a result of) the Borrower and the Subsidiaries, and (vii) Holdings may issue common stock of Holdings in exchange for stock fund units in the Deferred Compensation Plan pursuant to the Deferred Compensation Plan. Notwithstanding the foregoing, all Restricted Payments made to Holdings pursuant to clause (ii), (v) or (vi) above will be used by Holdings for the purposes specified herein within 10 Business Days of the receipt thereof or returned to the Borrower. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, Senior Subordinated Note Document or Senior Unsecured Note Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) the foregoing shall not apply to restrictions and conditions existing on the Restatement Date and identified on Schedule 6.06(b), (F) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens on, Equity Interests owned by the Borrower or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, and (FG) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and equityholders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, WHP may make distributions to Parent in an aggregate amount not to exceed $1,000,000 in any fiscal year for the Borrower may purpose of allowing Parent to repurchase its Equity Interests owned by retiring directors, officers or employees of the Borrower Parent or the Subsidiaries or any Subsidiary and to make payments to directors, officers or employees of the Borrower Parent or the Subsidiaries any Subsidiary upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management or other incentive plans or in connection with the death or disability of such employees and (iii) WHP may make Restricted Payments to Parent (x) in an aggregate amount not to exceed $300,000,0001,000,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business and (y) in an amount necessary to pay the tax liabilities of Parent directly attributable to (or arising as a result of) the operations of the Subsidiaries; provided, however, that all Restricted Payments made to Parent pursuant to this clause (iii) are used by Parent for the purposes specified herein within 20 days of the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement (other than, in the case of any HMO Subsidiary, with a Governmental Authority regulating such Subsidiary) that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower or any other SubsidiaryLoan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing above shall not apply to restrictions or conditions imposed by (x) customary provisions in leases and other contracts restricting the assignment thereof and (y) any agreement relating to secured Indebtedness Lien permitted by this Agreement Section 6.02 or any document or instrument governing any such permitted Lien if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness permitted Lien and (FD) clause (i) of the foregoing shall not apply to customary provisions the Seller Note and the WMG Guarantee Arrangement as in leases and other contracts restricting effect on the assignment thereofdate hereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that: (i) (x) any Wholly Owned Subsidiary of the Borrower, and (y) any Subsidiary (other than the Borrower and any of its subsidiaries), in each case may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower and the Subsidiaries may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000250,000 in any fiscal year; (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its Subsidiaries may make cash Restricted Payments to Holdings (w) in an amount not to exceed $250,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business, and (x) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrower and its subsidiaries; provided, however, that, with respect to clauses (w) and (x), (A) the amount of such dividends shall not exceed the amount that the Borrower and its subsidiaries would be required to pay in respect of Federal, State, local and foreign taxes were the Borrower and its subsidiaries to pay such taxes as stand-alone taxpayers and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings solely for the purposes specified herein within 20 days of the receipt thereof; (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may pay the fees payable under the Management Agreement (as in effect on the Closing Date) in an aggregate amount not to exceed $2,500,000 on an annual basis; provided that (x) such fees may be paid in cash only if (A) the aggregate principal amount of Loans then outstanding is equal to or less than $50,000,000, (B) the Leverage Ratio is less than 1.00 to 1.00, in each case both prior to and after giving pro forma effect to any such payment, and (C) the Borrower is otherwise in pro forma compliance with each of Sections 6.10, 6.11, 6.12 and 6.16, and (y) if each of the tests set forth in foregoing clause (x) is not satisfied, such fees may be payable only by a non-cash transfer of intercompany receivables from Holdings to Borrower in lieu of such cash payments; (v) the Borrower may pay cash dividends to Rentech Development Corporation, a Colorado corporation, for further distribution to Holdings, from then-available Available Cash (for the avoidance of doubt, after giving effect to any prior or concurrent utilization of Available Cash in accordance with the definition thereof) so long as (w) no Event of Default or Default shall have occurred and be continuing or would result therefrom, (x) the aggregate principal amount of Loans then outstanding is equal to or less than $50,000,000, (y) the Leverage Ratio is less than 1.00 to 1.00, in each case both prior to and after giving pro forma effect to any such dividend, and (z) the Borrower is otherwise in pro forma compliance with each of Sections 6.10, 6.11, 6.12 and 6.16; (vi) Holdings may, upon conversion of any convertible Indebtedness of Holdings permitted under Section 6.01(a) or 6.01(j), make cash payments in lieu of issuance of fractional Equity Interests in respect thereof; and (vii) the Borrower may pay cash dividends to Rentech Development Corporation, a Colorado corporation, for further distribution to Holdings, from the Net Cash Proceeds of Incremental Loans (less the Net Cash Proceeds of such Incremental Loans to the extent used or to be used to make a Holdings Loan) to the extent such use complies with Section 5.08. For the avoidance of doubt, subject to Sections 6.01 and 6.09, the foregoing will not prohibit any payment of principal or interest by Holdings in respect of convertible Indebtedness of Holdings permitted under Section 6.01(j). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of (i) the ability of Holdings, the Borrower or any Restricted Subsidiary Guarantor to create, incur or permit to exist any Lien upon any of its property to secure the Obligations or assets or (ii) the ability of any Restricted Subsidiary Guarantor to pay dividends or other distributions with respect to any of its Equity Interests Interests, or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiaryObligations; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (ai) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower and the Subsidiaries may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000. 250,000 in any fiscal year and (biii) Enter intoso long as no Default or Event of Default shall have occurred and is continuing or would result therefrom, incur the Borrower and the Subsidiaries may make Restricted Payments to Holdings (w) in an amount not to exceed $250,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business, (x) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (iarising as a result of) the ability operations of the Borrower or any Restricted Subsidiary to createand the Subsidiaries; provided, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions however, that, with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that clauses (w) and (x), (A) the foregoing amount of such dividends shall not apply exceed the amount that the Borrower and the Subsidiaries would be required to restrictions pay in respect of Federal, State and conditions existing on local taxes were the Closing Date, Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers and (B) all Restricted Payments made to Holdings pursuant to this clause (iii) are used by Holdings for the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Documentpurposes specified herein within 20 days of the receipt thereof, (Civ) Borrower may make the foregoing Initial Distribution/Loan; (v) so long as no Event of Default or Default shall not apply to customary restrictions have occurred and conditions contained in agreements relating to be continuing or would result therefrom, Borrower and the sale Subsidiaries may pay the fees payable under the Management Agreement; (vi) so long as no Event of a Default or Default shall have occurred and be continuing or would result therefrom, Borrower and the Subsidiary pending such saleGuarantors may make distributions; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunderfor purposes of clauses (iii)(w), (Div), (v) and (vi), no such distribution may be made unless Borrower shall have at least $5,000,000 of unencumbered cash on deposit after giving effect to such distribution, and (vii) Borrower may distribute any promissory note evidencing the Initial Distribution/Loan to Holdings. For the avoidance of doubt the foregoing shall will not apply to restrictions and conditions imposed on prohibit any Foreign Subsidiary by the terms payment of any Indebtedness interest in respect of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) convertible debt of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofHoldings.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary Holdings may declare and repurchase, or may pay cash dividends or make other distributions ratably with respect to its equity holders and Equity Interests so that one or more of its parent holding companies (iiif any) so long as no Default shall have occurred and be continuing or would result therefrommay repurchase, the Borrower may repurchase its own Equity Interests owned by present or former officers or employees of the Borrower Holdings or the Restricted Subsidiaries or make payments to present or former officers or employees of the Borrower Holdings or the Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability disability, retirement or termination of employment of such employees present or former officers or employees; provided, that the aggregate amount of such Restricted Payments under this clause (i) shall not exceed in any calendar year $2,000,000; provided that any unused amount in any calendar year may be carried forward into any succeeding calendar year (plus the amount of net proceeds received by Holdings during such calendar year from Employee Equity Sales and the amount of net proceeds of any key-man life insurance received during such calendar year); and provided further, that the aggregate amount of such purchases or redemptions that may be made pursuant to this clause (i) shall not exceed $10,000,000 (plus the amount of net proceeds received by Holdings after the date of this Agreement from Employee Equity Sales); (ii) this Section 6.06(a) shall not apply to repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (iii) any Restricted Subsidiary of Holdings may declare and make Restricted Payments to, repurchase its Equity Interests from or make other distributions to Holdings or to any wholly owned Restricted Subsidiary of Holdings (or, in the case of non-wholly owned Restricted Subsidiaries, to Holdings or any Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of Holdings or such Restricted Subsidiary) based on their relative ownership interests; (iv) Holdings may pay any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement (it being understood that a distribution pursuant to this Section 6.06(a)(iv) shall be deemed to have utilized capacity under such other provision of this Agreement); (v) Holdings and any Subsidiary may declare and pay regularly scheduled or accrued dividends to holders of a class or series of Disqualified Stock of Holdings or any of its Subsidiaries issued not in violation of Section 6.01; (vi) Restricted Payments may be made at any time in an aggregate amount not to exceed exceeding the Cumulative Credit when, on a pro forma basis after giving effect thereto, no Event of Default shall have occurred and be continuing and the Net Total Leverage Ratio on a pro forma basis is not greater than 2.50 : 1.00; (vi) Restricted Payments may be made at any time in an aggregate amount not exceeding $300,000,00025,000,000 when, on a pro forma basis after giving effect thereto, no Event of Default shall have occurred and be continuing; and (viii) Restricted Payments may be made at any time when, on a pro forma basis after giving effect thereto, (x) no Event of Default shall have occurred and be continuing and (y) the Net Total Leverage Ratio on a pro forma basis is not greater than 1.50 : 1.00. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings, or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Holdings or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Holdings or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by law, any Loan Document, agreement governing any Indebtedness permitted under Section 6.01(a), (Cg) or (w) or to the extent such restrictions and conditions do not contravene the Loan Documents, under Section 6.01(m) or (n) (with respect to Restricted Subsidiaries that are not Loan Parties) or a Refinancing Facility or Refinancing Notes permitted under Section 6.01(t), (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of, or sale of the assets of a Restricted Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is is, or such assets that are, to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Liens permitted by this Agreement Section 6.02 if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness and Liens, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by the Revolving Credit Agreement and other “Loan Documents” defined therein, (F) the foregoing shall not apply to any Not for Profit Subsidiary, (G) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business and (H) any agreement in effect at the time a person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that (i) any Subsidiary of Polo Holdings (other than the Borrower) may declare and pay dividends or make other distributions ratably to its equity holders and the Borrower may pay dividends and distributions in cash to Polo Holdings, (ii) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower or Polo Holdings may, or Polo Holdings may make distributions to Holdings so that Holdings may, repurchase its Equity Interests of Holdings owned by employees of Holdings, Polo Holdings, the Borrower or the other Subsidiaries or make payments to employees of Holdings, Polo Holdings, the Borrower or the Subsidiaries other Subsidiaries, in each case upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0002,000,000, plus any proceeds of life insurance received by Holdings or any Subsidiary with respect to the applicable employee, in any fiscal year of Holdings, (iii) Borrower may pay dividends or distributions in cash to Polo Holdings (x) in an aggregate amount not to exceed $400,000 in any fiscal year, to the extent necessary to pay corporate and overhead expenses incurred by Polo Holdings in the ordinary course of business, (y) in an amount necessary to pay the Tax liabilities of Polo Holdings (or the direct or indirect owners of Polo Holdings whose Tax liabilities reflect the income of Polo Holdings) directly attributable to (or arising as a result of the operations of the Borrower and the other Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the other Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the other Subsidiaries to pay such taxes as stand-alone taxpayers and (B) such dividends and distributions are made by Borrower only if, and after, the Borrower is reorganized as a limited liability company and is not treated as a U.S. taxpayer for U.S. federal income tax purposes and (z) in an amount necessary to pay the obligations of Polo Holdings under the Asset Contribution Agreement, (iv) Polo Holdings may pay dividends or distributions in cash to Holdings (x) in an aggregate amount not to exceed $400,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business, (y) in an amount necessary to pay the Tax liabilities of Holdings (or the direct or indirect owners of Holdings whose Tax liabilities reflect the income of Holdings) directly attributable to (or arising as a result of) the operations of Polo Holdings, the Borrower and the other Subsidiaries; provided, however, that the amount of such dividends shall not exceed the amount that Polo Holdings, the Borrower and the other Subsidiaries would be required to pay in respect of Federal, State and local taxes were Polo Holdings, the Borrower and the other Subsidiaries to pay such taxes as stand-alone taxpayers and (z) in an amount necessary to pay the obligations of Holdings under the Asset Contribution Agreement, (v) Holdings may pay distributions in cash to holders of its Equity Interests in an amount necessary to pay the Tax liabilities of its members (or the direct or indirect owners of the members of Holdings whose Tax liabilities reflect the income of Holdings) directly attributable to (or arising as a result of) the operations of Holdings and the Subsidiaries (“Tax Distributions”); provided, however, that the amount of such Tax Distributions shall not exceed the amount that Holdings and the Subsidiaries would be required to pay in respect of U.S. Federal, State and local Taxes were Holdings and the Subsidiaries to pay such Taxes as stand-alone taxpayers based on the highest marginal U.S. federal tax rate applicable to Holdings and the Subsidiaries assuming such persons are corporations, and (vi) other Restricted Payments may be made in cash that do not exceed the amount available pursuant to the Investment/RP Basket, provided that, after giving pro forma effect to any Restricted Payment made pursuant to this clause (iv), Holdings would be in compliance with the covenant contained in Section 6.12. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, Polo Holdings, the Borrower or any Restricted other Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary of the Borrower to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (B) the foregoing shall not apply to any restrictions imposed by any “Loan Documents” as defined in the First Lien Credit Agreement, the Receivables Credit Agreement, the Dorfinco Credit Agreements or the Citicorp Conduit Agreement (provided the restrictions imposed thereby are no more restrictive than those imposed by the Loan Documents), (C) the foregoing shall not apply to customary restrictions imposed pursuant to a Receivables Securitization or a Single Asset Financing on a Receivables Subsidiary or a Single Asset Financing Subsidiary, respectively, (D) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, , (DE) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, , (EF) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (G) the foregoing shall not apply to restrictions or conditions contained in agreements governing Indebtedness of a Foreign Subsidiary incurred in compliance with Section 6.01 if such restriction applies only to such Foreign Subsidiary and its assets, (FH) the foregoing shall not apply to restrictions on a Subsidiary at the time such Subsidiary first becomes a Subsidiary, so long as such restrictions were not entered into in contemplation of such person becoming a Subsidiary, (I) the foregoing shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to joint ventures permitted under Section 6.04 and applicable solely to such joint venture entered into in the ordinary course of business, (J) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, and (K) the foregoing shall not apply to customary provisions contained in the governing documents of a Club or a trust that holds real property related to Points Based Time Share Interests; provided that such restrictions and conditions shall not be materially more restrictive than those in place on the Closing Date.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary Holdings may declare and repurchase, or may pay cash dividends or make other distributions ratably with respect to its equity holders and Equity Interests so that one or more of its parent holding companies (iiif any) so long as no Default shall have occurred and be continuing or would result therefrommay repurchase, the Borrower may repurchase its own Equity Interests owned by present or former officers or employees of the Borrower Holdings or the Restricted Subsidiaries or make payments to present or former officers or employees of the Borrower Holdings or the Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability disability, retirement or termination of employment of such employees present or former officers or employees; provided, that the aggregate amount of such Restricted Payments under this clause (i) shall not exceed in any calendar year $2,000,000; provided that any unused amount in any calendar year may be carried forward into any succeeding calendar year (plus the amount of net proceeds received by Holdings during such calendar year from Employee Equity Sales and the amount of net proceeds of any key-man life insurance received during such calendar year); and provided further, that the aggregate amount of such purchases or redemptions that may be made pursuant to this clause (i) shall not exceed $10,000,000 (plus the amount of net proceeds received by Holdings after the date of this Agreement from Employee Equity Sales); (ii) this Section 6.06(a) shall not apply to repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (iii) any Restricted Subsidiary of Holdings may declare and make Restricted Payments to, repurchase its Equity Interests from or make other distributions to Holdings or to any wholly owned Restricted Subsidiary of Holdings (or, in the case of non-wholly owned Restricted Subsidiaries, to Holdings or any Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of Holdings or such Restricted Subsidiary) based on their relative ownership interests; (iv) Restricted Payments may be made at any time in an aggregate amount not to exceed exceeding $300,000,00050,000,000 when, on a pro forma basis after giving effect thereto, no Event of Default shall have occurred and be continuing; and (v) Restricted Payments may be made at any time when, on a pro forma basis after giving effect thereto, the RP Payment Conditions are satisfied at such time. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings, or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Holdings or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Holdings or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by law, any Loan Document, agreement governing any Indebtedness permitted under Section 6.01(a), (Cg) or (v) or to the extent such restrictions and conditions do not contravene the Loan Documents, under Section 6.01(m) or (n) (with respect to Restricted Subsidiaries that are not Loan Parties), (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of, or sale of the assets of, a Restricted Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is or such assets that are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Liens permitted by this Agreement Section 6.02 if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness and Liens, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by the Term Loan Agreement and other “Loan Documents” defined therein, (F) the foregoing shall not apply to any Not for Profit Subsidiary, (G) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business and (H) any agreement in effect at the time a person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary.

Restricted Payments; Restrictive Agreements. (a) Declare No Group Member will declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary of Holdco’s Subsidiaries may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) except during a Liquidity Trigger Period, so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower Holdco may, or may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees employees, officers, directors or consultants of the Borrower Holdings, Holdco or the Subsidiaries or make payments to employees employees, officers, directors or consultants of the Borrower Holdings, Holdco or the Subsidiaries upon termination of employment in connection with the exercise of stock optionsoptions (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death death, disability, retirement or disability termination of such employees in an aggregate amount not to exceed $300,000,00065,000,000 in aggregate (plus the amount of Net Cash Proceeds (x) received by Holdco subsequent to the ARCA Effective Date from sales of Equity Interests of Holdco or, to the extent contributed to Holdco, any of Holdco’s direct or indirect parents, to directors, consultants, officers or employees of Holdco, any of its Subsidiaries or any direct or indirect parent of Holdco in connection with permitted employee compensation and incentive arrangements and (y) of any key-man life insurance policies received by Holdco or its Subsidiaries), (iii) Holdco may make Restricted Payments to Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 6.05(i) for such purposes, $1,000,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Holdings, Tax liabilities (in an assumed amount equal to the hypothetical tax liability of the holders of Equity Interests in Holdings, calculated at the maximum combined net Federal, State and local income tax rate applicable to any holder of an Equity Interest in Holdings, in respect of the net taxable income of the Holdco Group); provided that all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 25 days of the receipt thereof, (iv) Holdco may declare and pay dividends or make other distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests; provided that such additional Equity Interests shall not have any mandatory redemption or similar provisions, (v) Holdings and its Subsidiaries may make non-cash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants and (vi) any Group Member may make any Restricted Payment if both immediately before and immediately after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing, (y) Net Domestic Availability, calculated on the basis of the Borrowing Base Certificate most recently delivered but adjusted to give effect thereto, is not less than the product of (1) the Total Revolving Credit Commitment and (2) 15% and (z) the Total Net Leverage Ratio measured at the time of the making of any such Restricted Payment, but immediately after giving effect thereto and determined on a Pro Forma Basis after giving effect thereto, is equal to or less than 1.25 to 1.00. (b) Enter intoThe Borrower will not, incur and Holdco will not permit any of its Subsidiaries to, create or otherwise cause or permit to exist or become effective any agreement contractual encumbrance or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) restriction on the ability of any Restricted Subsidiary to of Holdco to: (i) pay dividends or make any other distributions with respect to any of its Equity Interests to any Group Member, (ii) pay any Indebtedness or other obligations owed to any Group Member, (iii) make or repay any loans or advances to the Borrower any Group Member; or (iv) transfer any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the its property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions any Group Member, in leases and other contracts restricting the assignment thereofeach case, except for Permitted Restrictions.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) Parent, the Borrower or any Subsidiary may distribute the Equity Interests of a Spinout Subsidiary pursuant to a Spinout Transaction; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, repurchase its Equity Interests owned by employees current or former employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of Parent, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00090,000,000 in any fiscal year; (iv) the Borrower may make Restricted Payments to Parent (A) (x) to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business (including legal, accounting and similar expenses) and expenses necessary to maintain its status as a publicly held corporation, and (y) in an amount necessary to pay the Tax liabilities of Parent or (B) consisting of (1) costs (including all professional fees and expenses) incurred by Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, the Senior Notes, the Loan Documents or any other agreement or instrument relating to Indebtedness of the Borrower or any Subsidiary, customary indemnification obligations of Parent owing to directors, officers, employees or other persons under its charter or by-laws or pursuant to written agreements with any such person to the extent relating to the Borrower and its Subsidiaries, (2) obligations of Parent in respect of director and officer insurance (including premiums therefor) to the extent relating to the Borrower and its Subsidiaries, (3) expenses incurred by Parent in connection with any public offering or other sale of Equity Interests or Indebtedness: (x) where the net proceeds of such offering or sale are intended to be received by or contributed to the Borrower or a Subsidiary, (y) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or (z) otherwise on an interim basis prior to completion of such offering so long as Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary out of the proceeds of such offering promptly if completed; provided, however, that all Restricted Payments made to Parent pursuant to this clause (iv) are used by Parent for the purposes specified herein within 20 days of the receipt thereof; (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount from and after the Restatement Date not to exceed $300,000,000 less the amount of payments made from and after the Restatement Date pursuant to Section 6.09(b)(i); (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) the Borrower may make other Restricted Payments; provided that at the time such Restricted Payment is made and after giving effect thereto, the Payment Conditions shall be satisfied; (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, (A) repurchase any of its Equity Interests, or (B) make payments to employees, directors or consultants of Parent, the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made; (ix) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount not to exceed $25,000,000 in any fiscal year; (x) other than Restricted Payments described in clause (vii) above, Parent, the Borrower or any Subsidiary may make a payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (xi) Parent, Borrower or any Subsidiary may make a purchase, repurchase, redemption, defeasance or other acquisition or retirement of preferred Equity Interests made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, preferred Equity Interests of the Borrower or Parent (other than Disqualified Stock and other than preferred Equity Interests sold to a Subsidiary) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or by preferred Equity Interests sold to any Subsidiary) of the Borrower or Parent; (xii) the Borrower may make payments or loans, advances, dividends or distributions to Parent to make payments to holders of Equity Interests of Parent in lieu of the issuance of fractional shares of such Equity Interests, provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Equity Interests (as determined in good faith by the board of directors of the Borrower); (xiii) Parent, the Borrower or any Subsidiary may make purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Equity Interests represent a portion of the exercise price thereof; and (xiv) Parent, the Borrower or any Subsidiary may pay dividends or other distributions of Equity Interests of, or Indebtedness owed to Parent, the Borrower or a Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or cash equivalents (including Permitted Investments)). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Parent, the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary Guarantor; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or any Senior Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) [reserved], (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity and (H) imposed by any credit agreement, indenture or other agreement governing Term Loan Additional Secured Debt or Alternative Incremental Facility Indebtedness, so long as such restrictions and conditions are not less favorable to the Lenders than to the holders of such Term Loan Additional Secured Debt or such Alternative Incremental Facility Indebtedness, as the case may be; and (y) clause (i) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness. For the avoidance of doubt, any transaction permitted pursuant to this Section 6.06 to be made or consummated by the Borrower (Fother than Section 6.06(a)(iv)) clause (i) of the foregoing shall not apply be permitted to customary provisions in leases and other contracts restricting the assignment thereofbe made or consummated by Parent.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions distributions, including in the form of additional Equity Interests, ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or may pay dividends or make other distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees or make customary and reasonable salary and bonus and other benefits payments to officers, employees and consultants of Holdings or payments of customary fees and expenses of members of the board of directors of Holdings in an aggregate amount for this clause (ii) not to exceed $300,000,0001,500,000 in any fiscal year (it being agreed that any such amount not utilized in any fiscal year may be carried forward and utilized in any subsequent fiscal year so long as the aggregate amount of such repurchases or payments pursuant to this clause (ii) shall not exceed $3,000,000 in any fiscal year), (iii) the Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 6.04(i) for such purpose, $1,000,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries pursuant to the Tax Sharing Agreement, as such agreement exists on the Closing Date and with such changes after the Closing Date as may be approved by the Administrative Agent; provided that all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 20 days of the receipt thereof, (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may pay dividends or make other distributions to Holdings so that Holdings may pay those fees, costs and expenses that are expressly permitted by clause (c) of Section 6.07 and (v) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make Restricted Payments to Holdings, and Holdings may, in turn, make such Restricted Payments to its equity holders so long as (A) the Leverage Ratio would be 3.50 to 1.00 or less as of the most recently completed period ending prior to such transaction for which the financial statements and certificates required by Section 5.04(a) or 5.04(b) were required to be delivered or for which comparable financial statements have been filed with or furnished to the Securities and Exchange Commission, after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of the first day of such period and (B) at the time of, after giving effect to, such transaction, there shall be at least $7,500,000 of unused and available Revolving Credit Commitments under and as defined in the First Lien Credit Agreement. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or its assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or its assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by the Subordinated Note Documents as in effect on the Closing Date, (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (G) the foregoing shall not apply to restrictions and conditions imposed by the First Lien Loan Documents with respect to any First Lien Indebtedness (or any refinancing of such First Lien Indebtedness that is permitted hereunder).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase AgreementAgreement but excluding any Restricted Payment made to consummate the Transactions), or incur any obligation (contingent (unless the contingency is the repayment of the Obligations or receipt of consent from the requisite lenders under this Agreement) or otherwise) to do so; provided that provided, however, that: (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, Holdings may (and the Borrower may make distributions to Holdings to enable Holdings to repurchase its or make distributions to Parent to enable it to) repurchase Equity Interests of Holdings or Parent owned by employees of Holdings or Parent, the Borrower or the Subsidiaries or make payments to employees of Holdings or Parent, the Borrower or the Subsidiaries upon termination of employment of such employees (including as a result of retirement or severance) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000. 2,500,000 in any fiscal year (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided it being agreed that (A) the foregoing shall any amount not apply to restrictions utilized in any fiscal year may be carried forward and conditions existing on the Closing Dateutilized in any subsequent fiscal year, (B) such amount shall be increased by the foregoing shall not apply amount of cash proceeds received by Holdings from the sale of Equity Interests of Holdings or Parent to restrictions such employees after the Closing Date to the extent such proceeds are contributed directly or indirectly to the Borrower as common equity and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale any proceeds of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary key man life insurance actually received by the terms of any Indebtedness Borrower or Holdings may be used or distributed by the Borrower or Holdings for purposes of such Foreign Subsidiary permitted repurchases without regard to be incurred hereunder, such amount); (Eiii) so long as no Event of Default under clause (ib) or (c) of Article VII shall have occurred and be continuing, the foregoing shall Borrower may pay dividends to Holdings to permit Holdings to pay management fees in an aggregate amount not apply to restrictions or conditions imposed by exceed $1,500,000 per fiscal year; provided, that (a) any agreement relating such amount referred to secured Indebtedness permitted by this Agreement above, if such restrictions or conditions apply only to not so expended in the property or assets securing such Indebtedness fiscal year for which it is permitted, may be carried over for expenditure in the next two succeeding fiscal years and (Fb) management fees paid pursuant to this clause (iiii) during any fiscal year shall be deemed made, first, in respect of amounts carried over from the foregoing shall not apply fiscal year two years prior thereto pursuant to customary provisions clause (a) above, second, in leases and other contracts restricting respect of amounts carried over from the assignment thereof.immediately prior fiscal year pursuant to clause (a) above, and, third, in respect of amounts permitted for such fiscal year as provided above;

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower Parent may repurchase its Equity Interests owned by employees of the Borrower Parent or the Subsidiaries or make payments to employees of the Borrower Parent or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0002,500,000 in any fiscal year; provided that such amount shall be increased by (A) the unused amount for the immediately preceding fiscal year less (B) the unused amount carried forward to such preceding fiscal year; (iii) [reserved]; and (iv) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Parent or any Subsidiary may make additional Restricted Payments in an aggregate amount that does not exceed $5,000,000. (b) Enter into, incur or permit to exist after the Closing Date any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Parent or any other Subsidiary or the ability of any Subsidiary Guarantor to Guarantee Indebtedness of the Borrower or any other SubsidiaryObligations; provided that that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, ; (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or any assets of the Parent or any Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, ; (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, ; (D) restrictions imposed by any Governmental Authority; (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness; (F) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses, sub-leases and sub-licenses and other contracts restricting the assignment thereof; (G) the foregoing shall not apply to restrictions and conditions contained in the Term Facility Credit Agreement or the other Term Facility Loan Documents; provided that such restrictions and conditions are no more onerous than those set forth in the Term Facility Loan Documents in effect on the Closing Date; (H) the foregoing shall not apply to restrictions and conditions contained in the Indenture; provided that such restrictions and conditions are no more onerous than those set forth in the Indenture in effect on the Closing Date; (I) the foregoing shall not apply to any other contractual restrictions or conditions in effect on the Closing Date and set forth on Schedule 6.06(b); (J) the foregoing shall not apply to any agreement or other instrument of a person acquired by the Borrowers or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or in connection therewith), which restriction or condition is not applicable to any person or the properties or assets of any person, other than the person and its Subsidiaries, or the property or assets of the person and its Subsidiaries, so acquired or after-acquired property as a result of restrictions or conditions existing at the time of such acquisition; (K) the foregoing shall not apply to customary provisions in joint venture agreements, shareholder agreements and similar agreements applicable to joint ventures and other non-wholly owned entities; and (L) the foregoing shall not apply to any restrictions or conditions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or other obligations referred to in clauses (A) through (K) above, provided that the restrictions and conditions described by the foregoing clauses (i) and (ii) contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in good faith judgment of the Parent no more restrictive than those restrictions and conditions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing under the applicable contract, instrument or other obligation. provided, further, that the priority of any preferred stock in receiving dividends or liquidating distributions prior to dividends or liquidating distributions being paid on Equity Interests shall not be deemed a restriction on the ability to make distributions on Equity Interests.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Restricted Subsidiary of the Lead Borrower may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Lead Borrower may, or the Lead Borrower may make distributions to Holdings (and Holdings may in turn make distributions to the Parent) so that Holdings (or the Parent) may, repurchase its Equity Interests (A) owned by current and former officers, directors, consultants, advisors or employees of the Borrower Parent, Holdings, the Borrowers or the Borrowers’ respective Restricted Subsidiaries or make payments to current and former officers, directors, consultants, advisors or employees of the Borrower Parent, Holdings, the Borrowers or the Borrowers’ respective Restricted Subsidiaries upon termination of employment (x) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to any management incentive plans plan, equity based compensation plan, equity subscription agreement, equity award agreement, shareholders’ or members’ agreement or other similar agreement, plan or arrangement (including, without limitation, redemptions or repurchases of Equity Interests in consideration of withholding or similar taxes payable by any future, present or former employee, director, manager or consultant (or any spouses, former spouses, successors, executors, administrators, heirs, legatees or distributees of any of the foregoing)) or (y) in connection with the retention, promotion, separation from service, death or disability of such employees individuals, in an aggregate amount for subclauses (x) and (y) of this clause (ii) not to exceed $300,000,0005,000,000 in any fiscal year with unused amounts in any fiscal year being carried over to succeeding fiscal years subject to a maximum of $10,000,000 in any fiscal year, (B) in respect of Warrants outstanding on the Closing Date, in an aggregate amount for this subclause (B) not to exceed $12,000,000 in any fiscal year and (C) in respect of other Restricted Payments in an aggregate amount for this subclause (C) not to exceed $3,000,000 in any fiscal year; (iii) the Lead Borrower may make Restricted Payments to Holdings (and Holdings may in turn make Restricted Payments to the Parent) in order to allow Holdings and/or the Parent to (x) pay Holdings and/or the Parent’s administrative expenses and corporate overhead, franchise fees, public company costs (including SEC fees and auditing fees) and customary director fees, (y) pay premiums and deductibles in respect of directors and officers insurance policies and excess liability policies obtained from third-party insurers, provided that, with respect to subclauses (x) and (y), during any Fiscal Year during which the Parent carried on any business other than the ownership of the equity in Holdings, the Lead Borrower may only make Restricted Payments to Holdings (and Holdings may in turn make Restricted Payments to the Parent) only in respect of those administrative expenses and corporate overhead, franchise fees, public company costs (including SEC fees and auditing fees), customary director fees and premiums and deductibles in respect of directors and officers insurance policies and excess liability policies obtained from third-party insurers reasonably determined by the Lead Borrower to be allocable to Holdings and its Subsidiaries and (z) pay Tax liabilities attributable to Holdings and its subsidiaries in an amount not to exceed the amount of such taxes that would be payable by Holdings and its subsidiaries on a stand-alone basis (if Holdings were a corporation and parent of a consolidated group including its subsidiaries), provided that (A) any payments made pursuant to this clause (z) in any period that are not otherwise deducted in calculating Consolidated Net Income shall be deducted in calculating Consolidated Net Income for such period (and shall be deemed to be a provision for taxes for purposes of calculating Excess Cash Flow for such period) and (B) all Restricted Payments made to the Parent or Holdings pursuant to this clause (iii) shall be used by Parent or Holdings, as the case may be, for the purposes specified herein within 20 days of the receipt thereof, (iv) the Borrowers and each of their respective Restricted Subsidiaries may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issuance of new common Equity Interests of such Person (other than any such issuance to the Borrowers or their respective Restricted Subsidiaries), (v) Holdings, the Borrowers and the Borrowers’ respective Restricted Subsidiaries may make repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof), the Borrowers or any of the Borrowers’ respective Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represents a portion of the exercise price of such options or warrants, (vi) the Borrowers or any of their respective Restricted Subsidiaries may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrowers or such Restricted Subsidiaries or in connection with any Permitted Acquisition, and (vii) the Lead Borrower may make other Restricted Payments to Holdings (and Holdings may in turn make such Restricted Payments to the Parent) in an amount equal to the portion, if any, of the Available Amount Basket on such date that the Lead Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Available Amount Basket immediately prior to such election and the amount thereof elected to be so applied and including reasonably detailed calculations required to demonstrate compliance with the First Lien Net Leverage Ratio required by clause (B) below; provided, that (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the First Lien Net Leverage Ratio at the time of the making of the applicable Restricted Payment, calculated on a Pro Forma Basis, would be no greater than 3.75:1.00 as of the last day of the Test Period most recently ended prior to such Restricted Payment for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, have been delivered. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower Borrowers or any of the Borrowers’ respective Restricted Subsidiary Subsidiaries to create, incur or permit to exist any Lien upon any of its or their property or assets assets, or (ii) the ability of any Restricted Subsidiary of the Lead Borrower to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, any documents relating to any New Incremental Notes, any documents relating to any Extension, any documents relating to any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness and any Subordinated Indebtedness and any refinancing of any of the foregoing, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, hereunder and (ED) clause (i) of the foregoing shall not apply to (w) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (Fx) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof,(y) restrictions and conditions existing on the Closing Date and identified on Schedule 6.06 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition) and (z) restrictions and conditions contained in documents relating to Indebtedness permitted to be incurred pursuant to Section 6.01(g).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) Parent may distribute the Equity Interests of a Spinout Subsidiary pursuant to a Spinout Transaction; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, repurchase its Equity Interests owned by employees current or former employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of Parent, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00040,000,000 in any fiscal year; (iv) the Borrower may make Restricted Payments to Parent (x) to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business (including legal, accounting and similar expenses) and expenses necessary to maintain its status as a publicly held corporation, and (y) in an amount necessary to pay the Tax liabilities of Parent; provided, however, that all Restricted Payments made to Parent pursuant to this clause (iii) are used by Parent for the purposes specified herein within 20 days of the receipt thereof; (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate principal amount from the Restatement Effective Date not to exceed $50,000,000 less the amount of payments made from and after the Restatement Effective Date pursuant to Section 6.09(b)(i); (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) so long as (A) no Event of Default or Default shall have occurred and be continuing or would result therefrom and (B) at the time of and after giving effect thereto, the Secured Leverage Ratio shall not be greater than 3.0 to 1.0, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an amount not to exceed the Available Amount at the time such Restricted Payment is made; and (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, (A) repurchase any of its Equity Interests, or (B) make payments to employees, directors or consultants of Parent, the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Parent, the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or the Senior Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) contained in any agreement relating to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity and (H) imposed by any credit agreement, indenture or other agreement governing Pari Passu Debt, so long as such restrictions and conditions are not less favorable to the Lenders than to the holders of such Pari Passu Debt; and (y) clause (i) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofIndebtedness.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary Holdings may declare and repurchase, or may pay cash dividends or make other distributions ratably with respect to its equity holders and Equity Interests so that one or more of its parent holding companies (iiif any) so long as no Default shall have occurred and be continuing or would result therefrommay repurchase, the Borrower may repurchase its own Equity Interests owned by present or former officers or employees of the Borrower Holdings or the Restricted Subsidiaries or make payments to present or former officers or employees of the Borrower Holdings or the Restricted Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability disability, retirement or termination of employment of such employees present or former officers or employees; provided, that the aggregate amount of such Restricted Payments under this clause (i) shall not exceed in any calendar year $2,000,000; provided that any unused amount in any calendar year may be carried forward into any succeeding calendar year (plus the amount of net proceeds received by Holdings during such calendar year from Employee Equity Sales and the amount of net proceeds of any key-man life insurance received during such calendar year); and provided further, that the aggregate amount of such purchases or redemptions that may be made pursuant to this clause (i) shall not exceed $10,000,000 (plus the amount of net proceeds received by Holdings after the date of this Agreement from Employee Equity Sales); (ii) this Section 6.06(a) shall not apply to repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (iii) any Restricted Subsidiary of Holdings may declare and make Restricted Payments to, repurchase its Equity Interests from or make other distributions to Holdings or to any wholly owned Restricted Subsidiary of Holdings (or, in the case of non-wholly owned Restricted Subsidiaries, to Holdings or any Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary and to each other owner of Equity Interests of such Restricted Subsidiary on a pro rata basis (or more favorable basis from the perspective of Holdings or such Restricted Subsidiary) based on their relative ownership interests; (iv) Restricted Payments may be made at any time in an aggregate amount not to exceed exceeding the Cumulative Credit when, on a pro forma basis after giving effect thereto, no Event of Default shall have occurred and be continuing and the Net Total Leverage Ratio on a pro forma basis is not greater than 3.50 : 1.00; (v) Restricted Payments may be made at any time in an aggregate amount not exceeding $300,000,00050,000,000 when, on a pro forma basis after giving effect thereto, no Event of Default shall have occurred and be continuing; and (vi) Restricted Payments may be made at any time when, on a pro forma basis after giving effect thereto, (x) no Event of Default shall have occurred and be continuing, (y) the Net Total Leverage Ratio on a pro forma basis is not greater than 2.50 : 1.00 and (z) the Liquidity of Holdings and its Restricted Subsidiaries on a consolidated basis shall be at least $250,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings, or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Holdings or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Holdings or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by law, any Loan Document, agreement governing any Indebtedness permitted under Section 6.01(a), (Cg) or (w) or to the extent such restrictions and conditions do not contravene the Loan Documents, under Section 6.01(m) or (n) (with respect to Restricted Subsidiaries that are not Loan Parties) or a Refinancing Facility or Refinancing Notes permitted under Section 6.01(t), (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of, or sale of the assets of a Restricted Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is is, or such assets that are, to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Liens permitted by this Agreement Section 6.02 if such restrictions or conditions apply only to the property or assets securing subject to such Indebtedness and Liens, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by the Revolving Credit Agreement and other “Loan Documents” defined therein, (F) the foregoing shall not apply to any Not for Profit Subsidiary, (G) customary provisions in joint venture agreements and other similar agreements applicable to joint ventures entered into in the ordinary course of business and (H) any agreement in effect at the time a person becomes a Subsidiary, so long as such agreement was not entered into in contemplation of such person becoming a Subsidiary.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) the Borrower may pay the CHS Dividend on the Closing Date; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests owned by employees current or former employees, directors or consultants of the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00020,000,000 in any fiscal year; (iv) [reserved]; (v) in addition to Restricted Payments permitted by clauses (i) through (iii) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments in an aggregate amount from and after the Closing Date not to exceed $30,000,000 less the amount of payments made from and after the Closing Date pursuant to Section 6.09(b)(i); (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) so long as (A) no Event of Default or Default shall have occurred and be continuing or would result therefrom and (B) at the time of and after giving effect thereto, the Total Leverage Ratio shall not be greater than 4.90 to 1.00, the Borrower may make other Restricted Payments in an amount not to exceed the Available Amount at the time such Restricted Payment is made; (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may (A) repurchase any of its Equity Interests, or (B) make payments to employees, directors or consultants of the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made; (ix) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments in an aggregate amount not to exceed $10,000,000 in any fiscal year, beginning with the fiscal year ending December 31, 2016; (x) the Borrower or any Subsidiary may make a payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (xi) the Borrower or any Subsidiary may make a purchase, repurchase, redemption, defeasance or other acquisition or retirement of preferred Equity Interests made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, preferred Equity Interests of the Borrower (other than Disqualified Stock and other than preferred Equity Interests sold to a Subsidiary) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or by preferred Equity Interests sold to any Subsidiary) of the Borrower; (xii) the Borrower may make payments to holders of Equity Interests of the Borrower in lieu of the issuance of fractional shares of such Equity Interests, provided, however, that any such payment shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Equity Interests (as determined in good faith by the board of directors of the Borrower); (xiii) the Borrower or any Subsidiary may make purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Equity Interests represent a portion of the exercise price thereof; and (xiv) the Borrower or any Subsidiary may pay dividends or other distributions of Equity Interests of, or Indebtedness owed to the Borrower or a Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or cash equivalents (including Permitted Investments)). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary Guarantor; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or any Senior Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by contained in any agreement relating to secured Indebtedness permitted by this Agreement a Permitted Receivables Transaction if such restrictions or conditions encumbrances apply only to the property or assets securing relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Indebtedness and Permitted Receivables Transaction, (F) clause (i) of the foregoing shall not apply to customary provisions in leases and on Permitted Joint Ventures or other contracts restricting the assignment thereof.joint ventures permitted under

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that PROVIDED, HOWEVER, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, (A) Holdings, the Borrower and any of its Subsidiaries may repurchase or otherwise acquire Equity Interests of Holdings, the Borrower or any of its Subsidiaries (or make dividends to Holdings to consummate any such repurchase or other acquisition of Equity Interests) from current or former employees, consultants, directors or former directors of Holdings, the Borrower or any of its Subsidiaries (or permitted transferees of such persons), pursuant to the terms of the agreements (including employment agreements) or plans (or amendments thereto) approved by Holding's board of directors under which such individuals purchase or sell or are granted the option to purchase or sell such Equity Interests; PROVIDED, HOWEVER, that the aggregate amount of such repurchases and other acquisitions shall not exceed in any calendar year the lesser of (x) the sum of $500,000 and the aggregate amount of Restricted Payments permitted (but not made) in prior years pursuant to this clause (iii) and (y) $2,500,000 and (B) Holdings may repurchase or otherwise acquire its common stock from the Permitted Investors with the proceeds of sales or issuances of its common stock to management, employees or consultants of Holdings, the Borrower, the Subsidiaries or the Managed Practices; PROVIDED, HOWEVER, that the aggregate amount of any such repurchases or acquisitions shall not exceed $10,000,000 and such repurchases or acquisitions shall be completed within 120 days following the Closing Date; (iii) the Borrower may repurchase make Restricted Payments to Holdings to be used by Holdings solely to pay its Equity Interests owned franchise taxes and other fees required to maintain its corporate existence and to pay for general corporate and overhead expenses (including salaries and other compensation of employees) incurred by employees Holdings the ordinary course of its business, PROVIDED, HOWEVER, that such Restricted Payments shall not exceed $250,000 in any calendar year; (iv) the Borrower may make Restricted Payments to Holdings in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations of the Borrower or and the Subsidiaries; PROVIDED, HOWEVER, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers and (B) all Restricted Payments made to Holdings pursuant to this clause (iv) are used by Holdings for the purposes specified herein within 20 days of the receipt thereof; (v) the Borrower may make distributions in any fiscal year, beginning with the fiscal year ended December 31, 2004, in an amount not to exceed the Allowable Amount to Holdings so that Holdings may pay (A) regularly scheduled interest on the Holdings Subordinated Notes, when and as due, in an amount not to exceed 10% of the accreted value of the Holdings Subordinated Notes, (B) principal of any Holdings Subordinated Notes issued in lieu of cash interest on Holdings Subordinated Notes that was previously due but not paid and (C) Management Fees, in an amount not to exceed $1,000,000 in any fiscal year; PROVIDED, HOWEVER, that (1) no Default or Event of Default shall have occurred and be continuing at the time of any such payment or result therefrom, and (2) 77 the Borrower shall not make any payment pursuant to this clause (v) prior to the delivery of the financial statements and certificates required by Sections 5.04(a) and 5.04(d) for the preceding fiscal year; (vi) Holdings may repay the outstanding principal and accrued interest on the Holdings Subordinated Notes pursuant to Section 9.17; and (vii) payments to employees former stockholders of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation appraisal rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000under applicable law. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided PROVIDED that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (E) the foregoing shall not apply to restrictions and conditions contained in agreements in effect on the Closing Date and set forth or Schedule 6.06, (F) the foregoing shall not apply to restrictions pursuant to Indebtedness of any person that becomes a Subsidiary after the date hereof, PROVIDED that such Indebtedness exists at the time such person becomes a Subsidiary and is not created in contemplation of or in connection with such person becoming a Subsidiary, and (G) the foregoing shall not apply to any restrictions or conditions imposed on any Consolidated Practice by (and for the benefit of) the Borrower or any Subsidiary Guarantor.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so, or make any principal payment, interest payment or other payment on any loan or advance made under Section 7.02(a); provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and Holdings may declare and pay dividends in the form of common stock of Holdings, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings so that Holdings may repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to such employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0003,000,000 in any fiscal year, (iii) the Borrower may make distributions to Holdings, in an amount made by the Borrower not to exceed $250,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business, (iv) the Borrower may make distributions to Holdings in an amount necessary to enable Holdings to pay the Tax liabilities of Holdings, the Borrower and the Subsidiaries directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that the amount of distributions made pursuant to this clause (iv) shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings to the extent necessary to permit Holdings to pay Management Fees to Manager in accordance with the Management Agreement, and the Borrower and Holdings may pay Management Fees to Manager in accordance with the Management Agreement, provided that any such distribution for the payment of a Management Fee not permitted to be made as a result of the restrictions in this Agreement may be made in a subsequent period, (vi) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings in an amount necessary to permit Holdings to pay interest, when due and payable, on the Glickberg Note, (vii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make Restricted Payments with the Net Cash Proceeds of the sale of Equity Interests of Holdings in a Public Offering substantially simultaneously with, and in any event within 20 days of, receipt thereof, (viii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may make distributions to Holdings in an amount not to exceed the amount of Cumulative Retained Excess Cash Flow and Holdings may make Restricted Payments with such proceeds substantially simultaneously with receipt thereof, provided that at the time of, and after giving effect to, such distribution and such Restricted Payment, the Borrower’s Total Leverage Ratio shall be no more than 4.50 to 1.00, (ix) the Borrower may make any and all payments in respect of Loans held by the Sponsor or its Affiliates in accordance with the terms of this Agreement, (x) any non-cash distribution to Holdings or by Holdings to its stockholders effected solely as a means of transferring the option to purchase the Stamford Store Property to Sponsor or any of its Affiliates as contemplated by Section 6.07, (xi) the Borrower may make distributions to Holdings to permit Holdings to pay a fee to the Manager relating to the termination of the Management Agreement in connection with an Initial Public Offering so long as no Event of Default shall have occurred and be continuing or would result therefrom and (xii) the Borrower may make distributions to Holdings to permit Holdings to pay a cash bonus to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ under his employment agreement in effect on the date hereof in connection with the termination of the Management Agreement so long as no Event of Default shall have occurred and be continuing or would result therefrom; provided, however, that all distributions made to Holdings pursuant to clauses (ii), (iii), (iv), (v) and (vi) are used by Holdings for the purposes specified therein within 20 days of the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or makeHoldings will not, or agree to and will not permit any of the Subsidiaries to, declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment; provided, or incur any obligation (contingent or otherwise) to do so; provided however, that (i) any Subsidiary may declare and pay dividends or make other distributions (x) ratably to its equity holders (taking into account preferences and priorities in the terms of Equity Interests) and (y) to Holdings or any other wholly owned Subsidiary of Holdings, (ii) any Loan Party may declare and pay dividends, or provide a distribution constituting a return of capital, to another Loan Party as part of the payment of Transaction expenses (so long as such payment or distribution is not funded with proceeds of Revolving Loans), (iii) so long as, at the time of such Restricted Payment (both before and after giving effect thereto), (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (y) Holdings shall be in compliance, on a Pro Forma Basis, with the Borrower Financial Maintenance Covenant and (z) the Total Net Leverage Ratio after giving effect thereto is less than or equal to 5.00:1.00, Holdings may repurchase its elect to make Restricted Payments to the holders of Equity Interests owned by employees of in Holdings to the Borrower extent such amounts in the aggregate do not exceed the Available Amount at such time, (iv) Holdings or the Subsidiaries or any Subsidiary may make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees Restricted Payments in an aggregate amount not to exceed $300,000,000the amount of Eligible Equity Proceeds, (v) Holdings may make non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants, (vi) Holdings may make Restricted Payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Equity Interests of any such person, (vii) Holdings and the Subsidiaries may make Restricted Payments to acquire the Equity Interests held by any minority shareholder in any joint venture or Subsidiary that is not wholly owned directly or indirectly by Holdings, subject to the limitations of Section 6.04, (viii) so long as the Borrower is treated as a “pass through” entity for U.S. federal tax purposes, the Borrower may make Restricted Payments solely for the purpose of paying any Tax liability, computed at a notional rate, of Holdings, to the extent such Tax liability arises from the allocation to Holdings of income attributable to any Restricted Payments permitted by this Section 6.06(a) (including, for the avoidance of doubt, Restricted Payments permitted by this clause (viii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings or any Subsidiary may make additional Restricted payments so long as the Total Net Leverage Ratio after giving effect thereto is than or equal to 3.50:1.00 and (x) in addition to the Restricted Payments permitted by clauses (i) through (ix) of this proviso, so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings may make Restricted Payments in an amount not to exceed the greater of (x) U.S.$75,000,000 and (y) 5.00% of Consolidated Total Assets, in each case in the aggregate after the Closing Date. For purposes of determining compliance with this Section 6.06(a), in the event that any payment or other distribution (whether in cash, securities or other property) meets the criteria of clauses (i) through (x) above, the Borrower will be entitled to classify or later reclassify (based on circumstances existing on the date of such reclassification) such payment (or portion thereof) between such clauses (i) through (x), in a manner that otherwise complies with this Section 6.06(a). (b) Enter Holdings will not, and will not permit any of its Subsidiaries to, enter into, incur or permit to exist any agreement or other consensual arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Holdings or any other Subsidiary or to Guarantee any Indebtedness of the Borrower Holdings or any other Subsidiary; provided provided, however, that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law (other than any Constituent Documents) or by any Loan DocumentDocuments, (CB) the foregoing shall not apply to customary restrictions and conditions contained in written agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any written agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (F) the foregoing shall not apply to any restrictions or conditions set forth in any written agreement in effect at any time any person becomes a Subsidiary (provided that such agreement was not entered into in contemplation of such person becoming a Subsidiary and the restriction or condition set forth in such agreement does not apply to Holdings or any other Subsidiary) and (G) clause (i) of the foregoing shall not apply in respect of any provision in a Management Contract (x) existing on the Closing Date or (y) entered into after the Closing Date that prohibits the assignment or collateral assignment of such Management Contract so long as any such Management Contract expressly grants Holdings, or the Subsidiary that is a party thereto, the right to encumber, assign or grant a security interest in, Holdings’ or such Subsidiary’s, as the case may be, right to receive payments or other compensation under such Management Contract.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) the Borrower may make Restricted Payments to Holdings or any parent of Holdings (x) in an amount not to exceed $250,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to enable Holdings to make Permitted Tax Distributions; provided, however, that all Restricted Payments made to Holdings pursuant to this clause (ii) are used by Holdings for the purposes specified herein within 60 days of the receipt thereof, (iii) C▇ ▇▇▇▇▇▇▇▇, Vicksburg and Jubilee may make Permitted Tax Distributions; provided, however, that all Restricted Payments made pursuant to this clause (iii) are used by the recipients thereof for the purposes specified herein within 60 days of the receipt thereof, (iv) Holdings, the Borrower, the Subsidiaries and the Affiliated Guarantors may make Restricted Payments in the form of distributions payable solely in the common stock or other common Equity Interests of such person, (v) the Borrower, any Subsidiary or any Affiliated Guarantor may repurchase or redeem common stock or other common Equity Interests of the Borrower, any Subsidiary or any Affiliated Guarantor to the extent required by any Gaming Authority to prevent a License Revocation or otherwise, (vi) Greenville may make distributions to the minority holders of its Equity Interests to the extent required by its operating agreement as in effect on the Closing Date (or as amended in a manner approved by the Required Lenders), (vii) the Loan Parties may declare or make the Closing Date Restricted Payments and; (viii) Holdings, the Borrower, the Subsidiaries and the Affiliated Guarantors may make Restricted Payments to the extent provided in (and on the terms and subject to the conditions of) the Services Agreements and Casino Services Agreements (as such agreements exist on the date hereof or, in the case of agreements in the form of Exhibit L or Exhibit M, as applicable, and entered into after the Closing Date, as such agreements exist when entered into or, in each case, as may be amended with the consent of the Required Lenders), (ix) Holdings, the Borrower, the Subsidiaries and the Affiliated Guarantors may make Restricted Payments in the form of distributions representing interest payments to holders of Disqualified Stock to the extent such Disqualified Stock is incurred in accordance with Section 6.01 hereof, (x) the Borrower may make Restricted Payments to Holdings or any parent of Holdings in an amount not in excess of the amount of capital contributions or subordinated loans made immediately prior to or substantially contemporaneously with (and in any event within ten Business Days following) such Restricted Payment from Holdings or a parent of Holdings to the Borrower so long as to permit a grantor retained annuity trust (“GRAT”) which is a shareholder of Holdings or a parent of Holdings to make annuity payments to the grantor of the trust or to permit an intentionally defective grantor trust to make installment payments to the seller in an installment sale provided that any such Restricted Payment received by Holdings or any parent of Holdings shall be used promptly upon receipt solely for the purpose of making such payments by a GRAT or for such installment payments; (xi) the Borrower may make a Restricted Payment to Holdings and Holdings may make a Restricted Payment to any parent of Holdings in an amount not in excess of, and substantially simultaneously with (and in any event within ten Business Days following) the receipt of, payments from Tropicana Las Vegas Intermediate Holdings or its subsidiaries in respect of the return of equity investments or subordinated loans contributed to Tropicana Las Vegas Intermediate Holdings or Tropicana Las Vegas pursuant to Section 6.04(o)(y) hereof; and (xii) Holdings may make Restricted Payments provided that (1) no Default shall have occurred and be or Event of Default is continuing or would result therefromtherefrom and (2) the Leverage Ratio before and after giving effect to such Restricted Payment is less than 4.0 to 1.0, the Borrower may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00050,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower Borrower, any Subsidiary or any Restricted Subsidiary Affiliated Guarantor to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary or any Affiliated Guarantor to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law law, any Gaming Authority or by any Loan Document, the Subordinated Note Documents or any renewal, replacement or refinancing thereof permitted under Section 6.01(g), (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness or effecting a refinancing of Indebtedness permitted by this Agreement hereunder if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (E) clause (i) of the foregoing shall not apply to software and other Intellectual Property licenses pursuant to which a Loan Party or Subsidiary is the licensee of the relevant software or Intellectual Property, as the case may be (in which case, any prohibition or limitation shall relate only to the assets subject of the applicable license), (F) clause (i) of the foregoing shall not apply to prohibitions and limitations in effect on the date hereof and listed on Schedule 6.06, (G) clause (i) of the foregoing shall not apply to customary provisions contained in joint venture agreements and other similar agreements applicable to joint ventures permitted hereby, (H) clause (i) of the foregoing shall not apply to customary provisions restricting the subletting or assignment of any lease governing a leasehold interest, (I) clause (i) of the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to an asset sale permitted by Section 6.05, (J) clause (i) of the foregoing shall not apply to any agreement in effect at the time any person becomes a subsidiary of the Borrower or an Affiliated Guarantor, so long as such agreement was not entered into in contemplation of such person becoming a subsidiary of the Borrower or an Affiliated Guarantor and (K) clause (i) of the foregoing shall not apply to any contractual obligations incurred in the ordinary course of business and on customary terms which limit Liens on the assets subject to the applicable contractual obligation.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that (i) (A) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders (taking into account the rights and preferences of the various Equity Interests) and (B) Intermediate Holdings and the Borrower may declare and pay dividends solely in the common Equity Interests of such Person; (ii) so long as (A) no Event of Default or Default shall have occurred and be continuing or would result therefromtherefrom and (B) as of the date of such proposed distribution, all unrestricted cash and unrestricted Permitted Investments of the Borrower and the Subsidiaries is at least $50,000,000, then Intermediate Holdings may make, and the Borrower may repurchase make to Intermediate Holdings, distributions in an aggregate amount not to exceed $90,000,000 in any fiscal year; provided that the proceeds of the Indebtedness permitted to be incurred pursuant to Section 6.01(h) shall not be used to make any such distributions; (A) the Borrower may make Restricted Payments to Intermediate Holdings to the extent necessary to pay general corporate and overhead expenses incurred by Intermediate Holdings and Holdings pursuant to the Services Agreement in an aggregate amount not to exceed $1,000,000 in any fiscal year, (B) the Borrower may make Restricted Payments to Intermediate Holdings so that Intermediate Holdings may, repurchase, retire or redeem its Equity Interests owned by directors, officers or employees of Intermediate Holdings, the Borrower or the Subsidiaries any Subsidiary or make payments to employees of Intermediate Holdings, the Borrower or the Subsidiaries any Subsidiary upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed in any fiscal year an amount equal to $300,000,0001,000,000 for such fiscal year, and (C) so long as the Borrower is treated as a partnership or disregarded entity for U.S. federal income Tax purposes or is properly treated as a member of a group filing consolidated returns for U.S. federal income tax purposes with its direct or indirect parent as the common parent of such group, the Borrower and Intermediate Holdings may make Restricted Payments at times and in amounts necessary to make all required payments pursuant to the Tax Sharing Agreement; provided that in no event shall the amount of any such payments pursuant to the Tax Sharing Agreement for any year (or a portion thereof) which involves an Asset Sale by the Borrower or any of its Subsidiaries, in so far as such payments relate to the relevant income tax with respect to such sale, exceed the amount of U.S. federal net income tax (and, if applicable, the relevant state income tax) that the common parent actually owes to the relevant taxing authority that is attributable to such sale; and (iv) the Borrower may make a Restricted Payment of up to $200,000,000 from the proceeds of the Term Loans within five Business Days of the Closing Date and Intermediate Holdings may make a Restricted Payment to Holdings in an identical amount. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Intermediate Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and leases, licenses or other contracts restricting the assignment thereof, (E) clause (i) of the forgoing shall not apply to (1) purchase money obligations that impose restrictions of the nature described in clause (i) above on the property so acquired; (2) customary provisions limiting the disposition or distribution of assets or property in partnership, joint venture, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business, which limitation is applicable only to the assets that are the subject of such agreements; and (3) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business, (F) the foregoing shall not apply to restrictions on the transfer of assets pursuant to executory contracts for the sale, lease or other transfer thereof to the extent such sale, lease or other transfer is otherwise permitted under this Agreement; (G) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement so long as such restrictions and conditions are with respect to property or assets that do not constitute Collateral, (H) this clause (b) shall not apply to restrictions or conditions as in effect on the Closing Date, as same may be amended or modified from time to time, or contained in any Indebtedness which refinances Indebtedness subject to such restrictions, in each case so long as the respective restrictions are not made materially more restrictive and (I) the foregoing shall not apply to restrictions and conditions imposed on Intermediate Holdings, the Borrower or any Subsidiary by the terms of any Indebtedness of Intermediate Holdings, the Borrower or any Subsidiary permitted to be incurred hereunder, so long as the restrictions and conditions are customary and not materially less favorable, taken as a whole, to the Lenders than such encumbrances or restrictions hereunder.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary of the Borrower may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) the Borrower may make Restricted Payments to Holdings in an amount not to exceed the Permitted Restricted Payment Amount in any fiscal year of the Borrower to the extent necessary to pay independent director fees incurred by Holdings in the ordinary course of business, (iii) the Borrower may make Restricted Payments to Holdings in an amount not to exceed $250,000 in any fiscal year of the Borrower, (and Holdings may make a corresponding Restricted Payment to the Sponsor or its Affiliates) to the extent necessary to pay reasonable general corporate or other entity and overhead expenses (including franchise or similar Taxes, other than Taxes in the nature of an income Tax, which is covered by Permitted Tax Distributions, but excluding fees to independent directors) incurred by Holdings or the Sponsor or its Affiliates (limited, in the case of the Sponsor and any of its Affiliates, to amounts directly related to its indirect ownership interests in the Borrower) or pay any indemnification amounts or other amounts described in Section 6.07(v) below owed to Holdings or the Sponsor or its Affiliates, pursuant to the Management Agreement or any other customary management or advisory arrangement (whether in writing, verbal or otherwise), (iv) the Borrower may pay to Holdings, and Holdings may pay to its direct or indirect parent companies, Permitted Tax Distributions; (v) Holdings, the Borrower and the Subsidiaries may make Restricted Payments in the form of distributions payable solely in the common stock, other common Equity Interests or other Qualified Capital Stock of such Person; (vi) the Borrower and Holdings may make (directly or indirectly) Permitted Founder Distributions; (vii) so long as no Event of Default shall have has occurred and be is continuing or would immediately result therefrom, the Borrower payments may be made to Holdings (or any direct or indirect parent company of Holdings) to permit Holdings (or any such direct or indirect parent company of Holdings) to repurchase its Equity Interests owned or redeem Qualified Capital Stock of Holdings (or any direct or indirect parent company) held by current or former officers, directors or employees (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates) of the Borrower any Loan Party or the Subsidiaries their Subsidiaries, upon their death, disability, retirement, severance or make payments to employees of the Borrower or the Subsidiaries upon termination of employment or service or to make payments on Indebtedness issued to buy such Qualified Capital Stock upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration (for the avoidance of doubt excluding cancellation of Indebtedness owed by such person) paid for all such redemptions and payments shall not exceed, in connection with any fiscal year, the sum of (I) $1,000,000, plus (II) the net cash proceeds of any “key-man” life insurance policies of any Loan Party or its Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (vii) provided further, that any Restricted Payments or payments permitted to be made (but not made) pursuant to subclause (I) of this clause (vii) in a given fiscal year of Holdings may be carried forward and made in succeeding fiscal years of Holdings; provided further that during an Event of Default any payments described in this clause may accrue and shall be permitted to be paid when no [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. Event of Default is continuing at such time; (viii) Restricted Payments may be made solely in Equity Interests of Holdings (other than Disqualified Stock), (ix) repurchases of Equity Interests may be made by Holdings upon the occurrence of the exercise of stock optionsEquity Interest options if the Equity Interests represent a portion of the exercise price thereof and (x) distributions of proceeds of the Loans to Holdings to effectuate the Existing Debt Refinancing on the Closing Date; provided, stock appreciation rights or similar equity incentives or equity-based incentives however, that (A) (x) the amount of cash dividends paid pursuant to management incentive plans or in connection with clauses (iii) and (iv) to enable Holdings to pay Taxes at any time shall not exceed the death or disability amount of such employees Taxes actually owing by Holdings (or such applicable parent company) at such time and (y) any refunds (including in an respect of Taxes) received by Holdings shall promptly be returned by Holdings to the Borrower as cash common equity contributions and (B) any Permitted Founder Distributions made pursuant to clause (vi) are subject to (1) the Loan Parties having no net operating losses (without taking into account any interest tax deduction) that have not been utilized to offset net income for any prior relevant period at the time such Permitted Founder Distribution is made, (2) the sum of (x) net income (determined in accordance with GAAP) of the Loan Parties and their Subsidiaries, on a consolidated basis, plus (y) interest expense (determined in accordance with GAAP) of the Loan Parties and their Subsidiaries, on a consolidated basis, for the most recently ended fiscal year, exceeding $0, (3) immediately after giving effect to any such distribution, Liquidity being greater than or equal to $3,000,000 and (4) the aggregate amount of all such Permitted Founder Distributions made during the term of this Agreement not to exceed exceeding $300,000,0008,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Wholly Owned Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or regulation or by any Loan DocumentDocument or the Revolving Loan Document or any Permitted Refinancing thereof, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or its assets) pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or such assets that is (or are) to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, (E) the foregoing shall not apply with respect to (i) any agreement (including with respect to Indebtedness) in effect at the time any Person becomes a Subsidiary of the Borrower; provided, that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of any Subsidiaries that are not Loan Parties permitted under Section 6.01; provided that such Indebtedness is only with respect to the assets of any Subsidiaries that are not Loan Parties, (iii) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements, other Organizational Documents and other similar agreements, (iv) customary anti-assignment provisions in licenses and other contracts restricting the sublicensing or assignment thereof, (v) pursuant to Contractual Obligations that (y) exist on the Closing Date and (z) to the extent Contractual Obligations permitted by this clause (v) are set forth in an agreement evidencing Indebtedness or any agreement evidencing any Permitted Refinancing thereof so long as such Permitted Refinancing does not expand the scope of such Contractual Obligation, and (vi) restrictions in connection with cash or other deposits permitted under Section 6.02.

Restricted Payments; Restrictive Agreements. (a) Declare No Group Member will declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary i)any of Holdco’s Subsidiaries may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so ii)so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower Holdco may, or may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees employees, officers, directors or consultants of the Borrower Holdings, Holdco or the Subsidiaries or make payments to employees employees, officers, directors or consultants of the Borrower Holdings, Holdco or the Subsidiaries upon termination of employment in connection with the exercise of stock optionsoptions (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death death, disability, retirement or disability termination of such employees in an aggregate amount not to exceed $300,000,00065,000,000 in aggregate following the ARCA Effective Date (plus the amount of Net Cash Proceeds (x) received by Holdco subsequent to the ARCA Effective Date from sales of Equity Interests of Holdco or, to the extent contributed to Holdco, any of Holdco’s direct or indirect parents, to directors, consultants, officers or employees of Holdco, any of its Subsidiaries or any direct or indirect parent of Holdco in connection with permitted employee compensation and incentive arrangements and (y) of any key-man life insurance policies received by Holdco or its Subsidiaries), (iii)Holdco may make Restricted Payments to Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 6.05(i) for such purposes, $5,000,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) in an amount necessary to pay Holdings, Tax liabilities (in an assumed amount equal to the hypothetical tax liability of the holders of Equity Interests in Holdings, calculated at the maximum combined net Federal, State and local income tax rate applicable to any holder of an Equity Interest in Holdings, in respect of the net taxable income of the Holdco Group); provided that all Restricted Payments made to Holdings pursuant to clause (iii) shall be used by Holdings for the purpose specified herein within 25 days of the receipt thereof, (iv)Holdco may declare and pay dividends or make other distributions with respect to its Equity Interests payable solely in additional shares of its Equity Interests; provided that such additional Equity Interests shall not have any mandatory redemption or similar provisions, (v)Holdings and its Subsidiaries may make non-cash repurchases of Equity Interests deemed to occur upon the exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants, (vi)any Group Member may make any Restricted Payment if both immediately before and immediately after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing, (y) the Total Net Leverage Ratio measured at the time of the making of any such Restricted Payment, but immediately after giving effect thereto and determined on a Pro Forma Basis after giving effect thereto, is equal to or less than 1.50 to 1.00 and (vii) so long as (x) no Default or Event of Default shall have occurred and be continuing or would result therefrom and (y) the Borrower is in compliance, on a Pro Forma Basis, with the covenants set forth in Section 6.11 and Section 6.12 recomputed as of the last day of the most recently ended fiscal quarter for which financial statements are required to have been delivered pursuant to Section 5.01, any Group Member may make Restricted Payments in an aggregate amount that does not exceed the Applicable Amount as in effect immediately prior to the time of making of such Restricted Payment. (b) Enter intoThe Borrower will not, incur and Holdco will not permit any of its Subsidiaries to, create or otherwise cause or permit to exist or become effective any agreement contractual encumbrance or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) restriction on the ability of any Restricted Subsidiary to pay of Holdco to: (i)pay dividends or make any other distributions with respect to any of its Equity Interests to any Group Member, (ii)pay any Indebtedness or other obligations owed to make or repay any Group Member, (iii)make any loans or advances to the Borrower any Group Member; or (iv)transfer any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the its property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions any Group Member, in leases and other contracts restricting the assignment thereofeach case, except for Permitted Restrictions.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) Holdings may, provided that no Default or Event of Default has occurred and is continuing, declare and pay dividends or other distributions to holders of its Equity Interests and/or repurchase shares of its Equity Interests (and the Borrower may make any Restricted Payments to Holdings which constitute dividends paid by Holdings or consideration for the repurchase of the Equity Interests of Holdings, in each case, pursuant to this clause (i)) (A) in an aggregate amount not to exceed $10,000,000 if after giving effect to such payment or repurchase, the covenants set forth in Sections 6.11 and 6.12 would be satisfied on a pro forma basis and (B) in an aggregate amount at any time not to exceed the Retained Excess Cash Flow Amount at such time if after giving effect to such payment or repurchase on a pro forma basis, the Net Leverage Ratio would not be in excess of 1.90:1.00, (ii) any Subsidiary may declare and pay dividends or make other distributions ratably (or in a manner more favorable to the Borrower or the Loan Parties) to its equity holders and holders, (iiiii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by employees of Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year less the aggregate amount of Restricted Payments made pursuant to clause (v) of this Section 6.06(a) during such fiscal year, (iv) the Borrower may make Restricted Payments to Holdings at any time (x) in an amount as may be necessary to pay general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (y) for so long as Holdings files tax returns on a consolidated or combined basis with the Borrower and its Subsidiaries, in an amount necessary to pay such consolidated or combined Tax liabilities of Holdings (or its direct or indirect parent entity) which are allocable or attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of United States Federal, State and local taxes were the Borrower and the Subsidiaries to file their own consolidated or combined group and (B) all Restricted Payments made to Holdings (or its direct or indirect parent entity) pursuant to this clause (iv) are used by Holdings (or its direct or indirect parent entity) for the purposes specified herein within 20 days of the receipt thereof and (v) Holdings, the Borrower and the Subsidiaries may make up to $5,000,000 of Restricted Payments in any fiscal year to their directors, officers or employees in connection with directors’ qualifying shares, incentive shares, management or employee compensation, stock option or other benefit plans permitted hereunder, including non-cash repurchases of Equity Interests deemed to occur upon exercise of stock options if such Equity Interests represent a portion of the purchase price of such options. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary or Joint Venture to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law law, by the HPUC Decision and Order or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Restricted Subsidiary of the Lead Borrower may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Lead Borrower may, or the Lead Borrower may make distributions to Holdings (and Holdings may in turn make distributions to Super Holdco) so that Holdings (or Super Holdco) may, repurchase its Equity Interests owned by current and former officers, directors, consultants, advisors or employees of Super Holdco, Holdings, the Borrower Borrowers or the Borrowers’ respective Restricted Subsidiaries or make payments to current and former officers, directors, consultants, advisors or employees of Super Holdco, Holdings, the Borrower Borrowers or the Borrowers’ respective Restricted Subsidiaries upon termination of employment (x) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to any management incentive plans plan, equity based compensation plan, equity subscription agreement, equity award agreement, shareholders’ or members’ agreement or other similar agreement, plan or arrangement, or (y) in connection with the retention, promotion, separation from service, death or disability of such employees individuals, in an aggregate amount for this clause (ii) not to exceed $7,500,000 in any fiscal year, (iii) the Lead Borrower may make Restricted Payments to Holdings (and Holdings may in turn make Restricted Payments to Super Holdco) in order to allow Holdings and/or Super Holdco to (x) pay Holdings and/or Super Holdco’s administrative expenses and corporate overhead, franchise fees, public company costs (including SEC fees and auditing fees) and customary director fees in an aggregate amount not to exceed $300,000,0003,000,000 in any calendar year, (y) pay premiums and deductibles in respect of directors and officers insurance policies and excess liability policies obtained from third-party insurers, (z) pay Tax liabilities attributable to Holdings and its subsidiaries in an amount not to exceed the amount of such taxes that would be payable by Holdings and its subsidiaries on a stand-alone basis (if Holdings were a corporation and parent of a consolidated group including its subsidiaries), provided that (A) any payments made pursuant to this clause (z) in any period that are not otherwise deducted in calculating Consolidated Net Income shall be deducted in calculating Consolidated Net Income for such period (and shall be deemed to be a provision for taxes for purposes of calculating Excess Cash Flow for such period) and (B) all Restricted Payments made to Super Holdco or Holdings pursuant to this clause (iii) shall be used by Super Holdco or Holdings, as the case may be, for the purposes specified herein within 20 days of the receipt thereof, (iv) the Borrowers and each of their respective Restricted Subsidiaries may purchase, redeem or otherwise acquire its common Equity Interests with the proceeds received from the substantially concurrent issuance of new common Equity Interests of such Person (other than any such issuance to the Borrowers or their respective Restricted Subsidiaries), (v) Holdings, the Borrowers and the Borrowers’ respective Restricted Subsidiaries may make repurchases of Equity Interests in Holdings (or any direct or indirect parent thereof), the Borrowers or any of the Borrowers’ respective Restricted Subsidiary deemed to occur upon exercise of stock options or warrants if such Equity Interests represents a portion of the exercise price of such options or warrants, (vi) the Borrowers or any of their respective Restricted Subsidiaries may make cash payments in lieu of issuing fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of the Borrowers or such Restricted Subsidiaries or in connection with any Permitted Acquisition, (vii) the Lead Borrower may make Restricted Payments to Holdings (and Holdings may in turn make such Restricted Payments to Super Holdco) in an aggregate amount, when combined with the aggregate amount of distributions, payments, commitments to pay, redemptions, repurchases, retirements and acquisitions for consideration with respect to Junior Financing made pursuant to Section 6.09(b)(i)(1), not to exceed $50,000,000 in any fiscal year, (viii) the Lead Borrower may make other Restricted Payments to Holdings (and Holdings may in turn make such Restricted Payments to Super Holdco) in an amount equal to the portion, if any, of the Available ECF Amount on such date that the Lead Borrower elects to apply to this paragraph, such election to be specified in a written notice of a Responsible Officer of the Lead Borrower calculating in reasonable detail the amount of Available ECF Amount immediately prior to such election and the amount thereof elected to be so applied and including reasonably detailed calculations required to demonstrate compliance with the Fixed Charge Coverage Ratio required by clause (B) below; provided, that (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the Fixed Charge Coverage Ratio at the time of the making of the applicable Restricted Payment, calculated on a Pro Forma Basis, would be no less than 2.00 to 1.00 as of the last day of the Test Period most recently ended prior to such Restricted Payment for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, have been delivered, and (ix) the Lead Borrower may make Restricted Payments to Holdings (and Holdings may in turn make such Restricted Payments to Super Holdco) from time to time in an amount sufficient to enable Super Holdco to fund each scheduled payment of the Regular Cash Dividend; provided that on the date of each such payment (A) no Default or Event of Default has occurred and is continuing or would result therefrom and (B) the Fixed Charge Coverage Ratio at the time of the making of the applicable Restricted Payment, calculated on a Pro Forma Basis, would be no less than 2.00 to 1.00 as of the last day of the Test Period most recently ended prior to such Restricted Payment for which the financial statements and certificates required by Section 5.04(a) or 5.04(b), as the case may be, have been delivered; provided, further, that the Lead Borrower shall have delivered to the Administrative Agent prior to such Restricted Payment an officer’s certificate executed by a Responsible Officer of the Lead Borrower certifying to such officer’s knowledge, compliance with the requirements of this clause (ix), including reasonably detailed calculations required to demonstrate compliance with the Fixed Charge Coverage Ratio required in clause (B) above. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower Borrowers or any of the Borrowers’ respective Restricted Subsidiary Subsidiaries to create, incur or permit to exist any Lien upon any of its or their property or assets assets, or (ii) the ability of any Restricted Subsidiary of the Lead Borrower to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower Borrowers or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, any ABL Document, any New Senior Notes Document, the Existing Unsecured Notes, any documents relating to any New Incremental Notes, any documents relating to any Extension, any documents relating to any Permitted Ratio Debt, any Credit Agreement Refinancing Indebtedness and any Subordinated Indebtedness and any refinancing of any of the foregoing, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, hereunder and (ED) clause (i) of the foregoing shall not apply to (w) restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (Fx) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof,(y) restrictions and conditions existing on the First Restatement Effective Date and identified on Schedule 6.06 (but shall apply to any amendment or modification expanding the scope of any such restriction or condition) and (z) restrictions and conditions contained in documents relating to Indebtedness permitted to be incurred pursuant to Section 6.01(j).

Restricted Payments; Restrictive Agreements. (a) Declare Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders holders, (ii) the U.S. Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $1,000,000 in any fiscal year, to the extent necessary to pay actual out-of-pocket general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (iiy) in an amount necessary to pay Tax liabilities directly attributable to (or arising as a result of) the U.S. Borrower and the Subsidiaries, so long as such Restricted Payments will be used by Holdings for such purposes within 10 Business Days of the receipt thereof or returned to the U.S. Borrower and (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Holdings, CBRE Clarion or any of their respective Subsidiaries may repurchase its Equity Interests owned by employees make Restricted Payments consisting of the Borrower or purchase of CBRE Clarion Units. (b) Notwithstanding paragraph (a) above, Holdings may make Restricted Payments, and the Borrowers may make Restricted Payments to Holdings to fund such Restricted Payments by Holdings (and Holdings and the Subsidiaries may agree or make payments incur an obligation to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock optionsdo so), stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed the sum of (i) $300,000,000400,000,000 and (ii) the Available Restricted Payment Amount; provided, however, that at the time thereof and after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing, (y) Holdings would be in Pro Forma Compliance and (z) except with respect to a Purchase, at any time the Obligations are secured, in the case of any Restricted Payments made using the Available Restricted Payment Amount referred to in clause (ii) above, the Senior Secured Leverage Ratio would be less than or equal to 2.75 to 1.00. (bc) Enter Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the U.S. Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.05(c), (F) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens on, Equity Interests owned by the U.S. Borrower or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, (G) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (H) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any Permitted Receivables Securitization; provided such restrictions and conditions apply solely to (i) the Receivables involved in such Permitted Receivables Securitization and (ii) any applicable Securitization Subsidiary and (I) the foregoing shall not apply to restrictions and conditions in any Additional Secured Indebtedness.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Restricted Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) the Borrower may make Restricted Payments so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom, (B) the Borrower and its Restricted Subsidiaries shall be in compliance, on a pro forma basis after giving effect to such Restricted Payment, with the financial covenant set forth in Section 6.11 and (C) each such Restricted Payment pursuant to this clause (ii) does not exceed the Available Basket Amount on the date of such Restricted Payment (which amount shall, upon such application, increase dollar-for-dollar the Available Basket Usage Amount); (iii) the Borrower and each Subsidiary of the Borrower may repurchase its declare and make dividend payments or other distributions payable solely in the common stock or other common Equity Interests owned by employees of such Person; (iv) the Borrower and each Subsidiary of the Borrower may make Restricted Payments for the cashless exercise of options and warrants in respect of Equity Interests that represent a portion of the exercise price of such options; (v) so long as no Event of Default shall have occurred or be continuing or result therefrom, the Subsidiaries or make payments to employees Borrower and each Subsidiary of the Borrower may declare and make regular dividend payments or the Subsidiaries upon termination of employment in connection with the exercise of stock optionsother distributions, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees other Restricted Payments, in an aggregate amount not to exceed $300,000,000; (vi) the Borrower may make Restricted Payments in connection with the repurchase, retirement or other acquisition or retirement for value of Equity Interests of the Borrower held by any current or former director, officer, member of management, employee or consultant of the Borrower or any of its Subsidiaries (or the estate, heirs, family members, spouse or former spouse of any of the foregoing) in each case in connection with the resignation, termination, death or disability of any such directors, officers, members of management, employee or consultant; provided that the aggregate amount of Restricted Payments made under this clause (vi) does not exceed in any fiscal year $15,000,000 (commencing with the fiscal year ending December 31, 2015); provided further that the aggregate amount permitted to be paid pursuant to this clause (ix) in respect of any fiscal year commencing with the fiscal year ending on December 31, 2016 shall be increased by an amount equal to the aggregate unused amount of payments permitted pursuant to this clause (vi) in all preceding fiscal years; and (vii) the Borrower may make Restricted Payments so long as (A) no Event of Default shall have occurred and be continuing or would result therefrom, and (B) at the time any such Restricted Payment is made, the Net Leverage Ratio is not in excess of 2.50:1 (calculated on a pro forma basis as of the last day of the fiscal quarter ending immediately preceding the date of the making of such Restricted Payment for which the relevant financial information has been delivered to the Lenders pursuant to Section 5.01(a) or (b), as applicable, giving effect to such Restricted Payment as if it had been made on the first day of the four consecutive fiscal quarter period ending on the last day of such fiscal quarter, and giving effect to all other appropriate pro forma adjustments). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Restricted Subsidiary or to Guarantee Indebtedness of the Borrower or any other Restricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or Spin-off Transaction Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions (x) any agreement in effect on the Second Restatement Effective Date and conditions imposed set forth on any Foreign Subsidiary by Schedule 6.06 (including (1) in the terms case of any Indebtedness such agreement evidencing Indebtedness, any Permitted Refinancing and (2) in the case of any other such agreement, any amendment or renewal thereof that is not prohibited by any Loan Documents so long as such agreement, as so amended or renewed is no more restrictive with respect to such limitation than such agreement prior to giving effect to such amendment or renewal thereof) or (y) at the time any Person first becomes a Subsidiary of the Borrower, so long as such agreement was not entered into solely in contemplation of such Foreign Person becoming a Subsidiary permitted to be incurred hereunderof the Borrower, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to (x) customary provisions in leases and other contracts restricting the assignment thereofthereof and (y) encumbrances or restrictions that are customary provisions in asset sale agreements, stock sale agreements, sale leaseback agreements or other similar arrangements with respect to the disposition or distribution of assets or property subject to such agreements, and (F) the foregoing shall not apply to customary provisions in joint venture agreements, in each case applicable solely to such joint venture entered into in the ordinary course of business.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any wholly-owned Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower Tensar may, or may make distributions to Holdings, and Holdings may make distributions to Tensar Holdings so that Tensar Holdings may, repurchase its Equity Interests owned by employees of the Borrower Tensar Holdings or the Subsidiaries or make payments to employees of the Borrower Tensar Holdings or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0002,000,000 in any fiscal year and (iii) Tensar may make Restricted Payments to Holdings and Holdings may make Restricted Payments to Tensar Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 1.04(1) of this Schedule 4 for such purpose, $350,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Tensar Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Tensar Holdings directly attributable to (or arising as a result of) the operations of Tensar and its Subsidiaries; provided that (A) the amount of such dividends pursuant to clause (iii)(y) shall not exceed the amount that Tensar and its Subsidiaries would be required to pay in respect of Federal, State and local Taxes were Tensar and its Subsidiaries to pay such Taxes as stand-alone taxpayers and (B) all Restricted Payments made to Tensar Holdings pursuant to clause (iii) shall be used by Tensar Holdings for the purpose specified herein within 20 days of the receipt thereof. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Tensar Holdings, Tensar or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Tensar or any other Subsidiary or to Guarantee Indebtedness Financing Obligations of the Borrower Tensar or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Lease/Purchase Facilities Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not a Tensar Party by the terms of any Indebtedness Financing Obligations of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Financing Obligations permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Financing Obligations, (FE) clause (i) of the foregoing shall not apply to customary provisions restrictions or conditions imposed by the Related Financing Documents, as in leases and other contracts restricting effect on the assignment thereof.date hereof, and

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and (so long as, to the extent such Subsidiary is not a wholly owned Subsidiary, such dividends or distributions are made on a pro rata basis), (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may (w) repurchase its Equity Interests owned by employees by, or make payments to, employees, officers or directors (or former employees, officers or directors) of the Borrower or the Subsidiaries or make payments to employees any family member of, or trust or other entity for the benefit of, any of the Borrower foregoing persons (A) if such repurchases or payments are contemplated by the Subsidiaries Shareholders Agreement or (B) upon termination of employment their employment, in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees employees, (x) otherwise make Restricted Payments in connection with the purchase or repurchase by the Borrower or the exercise of stock options, stock appreciation rights or other equity incentives or equity based incentives, (y) repurchase up to $5,000,000 of its Qualified Capital Stock in any fiscal year pursuant to publicly announced open market repurchase transactions, in the case of clauses (w), (x) and (y) in an aggregate amount not to exceed $300,000,000. 10,000,000 in any fiscal year (b) Enter intoit being agreed that, incur or permit to exist if the Net Leverage Ratio as at the end of any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability fiscal year of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.less than 2.25 to

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any wholly-owned Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing continuing, or would result therefrom, the Borrower Tensar may, or may make distributions to Holdings, and Holdings may make distributions to Tensar Holdings so that Tensar Holdings may, repurchase its Equity Interests owned by employees of the Borrower Tensar Holdings or the Subsidiaries or make payments to employees of the Borrower Tensar Holdings or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not Schedule 4, Negative Covenants to exceed $300,000,0002,000,000 in any fiscal year, (iii) Tensar may make Restricted Payments to Holdings and Holdings may make Restricted Payments to Tensar Holdings (x) in an amount not to exceed, when taken together with the aggregate amount of all loans or advances made pursuant to Section 1.04(1) of this Schedule 4 for such purpose, $350,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Tensar Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Tensar Holdings directly attributable to (or arising as a result of) the operations of Tensar and its Subsidiaries; provided that (A) the amount of such dividends pursuant to clause (iii)(y) shall not exceed the amount that Tensar and its Subsidiaries would be required to pay in respect of Federal, State and local Taxes were Tensar and its Subsidiaries to pay such Taxes as stand-alone taxpayers and (B) all Restricted Payments made to Tensar Holdings pursuant to clause (iii) shall be used by Tensar Holdings for the purpose specified herein within 20 days of the receipt thereof and (iv) Tensar may make Restricted Payments to Holdings and Holdings may make Restricted Payments to Tensar Holdings in any amount provided Tensar Holdings immediately pays such amounts to TCH pursuant to the terms of this Agreement. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Tensar Holdings, Tensar or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Tensar or any other Subsidiary or to Guarantee Indebtedness Financing Obligations of the Borrower Tensar or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Dateimposed by law, any Second Lien Commodities Purchase Facility Document, any Lease/Purchase Facilities Document or this Agreement, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary that is not a Tensar Party by the terms of any Indebtedness Financing Obligations of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness Financing Obligations permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Financing Obligations and (FE) clause (i) of the foregoing shall not apply to customary provisions in leases leases, licenses and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) Holdings and any Subsidiary may pay or make dividends or distributions to any holder of its Equity Interests in the form of additional shares of Equity Interests of the same class, and may exchange one class or type of Equity Interests with shares of another class or type of Equity Interests (other than Disqualified Capital Stock for Equity Interests that are not Disqualified Capital Stock), (iii) Holdings may, and Holdings may make distributions directly or indirectly to an Ultimate Parent so that the Ultimate Parent may, repurchase Equity Interests of Holdings or such Ultimate Parent, respectively, with the proceeds received by Holdings or such Ultimate Parent from the substantially concurrent sale of Equity Interests of Holdings or such Ultimate Parent (in the case of such sale of Equity Interests of such Ultimate Parent, to the extent such proceeds are contributed directly or indirectly to Holdings as common equity), provided that such sale was not part of an Equity Issuance, (iv) repurchases of Equity Interests deemed to occur upon the exercise of stock or share options, warrants or similar rights if such Equity Interests represent a portion of the exercise price of such options, warrants or other similar rights, and cash payments in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for Equity Interests of Holdings, shall be permitted, (v) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings may, and Holdings may make distributions directly or indirectly to an Ultimate Parent so that the Borrower may Ultimate Parent may, repurchase its Equity Interests of Holdings or such Ultimate Parent owned by employees of the Borrower Holdings, such Ultimate Parent or the Subsidiaries or make payments to employees of the Borrower Holdings, such Ultimate Parent or the Subsidiaries upon termination of employment in connection with the exercise of stock or share options, stock or share appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0002,500,000 in any fiscal year (it being agreed that (A) any amount not utilized in any fiscal year may be carried forward and utilized in any subsequent fiscal year, provided that the aggregate amount of such repurchases and other payments shall not exceed $5,000,000 in any fiscal year and (B) any proceeds of key man life insurance actually received by Holdings may be used or distributed by Holdings for purposes of such repurchases without regard to such amounts), (vi) Holdings may make Restricted Payments to an Ultimate Parent in an amount not to exceed $1,000,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by such Ultimate Parent in the ordinary course of business; provided, however, that all Restricted Payments made to an Ultimate Parent pursuant to this clause (vii) are used by such Ultimate Parent for the purposes specified herein within 20 days of the receipt thereof, (viii) Holdings may make Tax Distributions, (ix) any Borrower and any Subsidiary may make Restricted Payments to Holdings or an Ultimate Parent to enable Holdings or an Ultimate Parent to pay management, consulting or advisory fees pursuant to the Management Consulting Agreement to the extent permitted pursuant to clause (d) of Section 6.07, (x) so long as no Event of Default shall have occurred and be continuing or would result therefrom, Holdings may pay regularly scheduled cash dividends on Disqualified Capital Stock, and (xi) Holdings or any Subsidiary may consummate any transaction permitted by Section 6.09(b) with respect to Disqualified Capital Stock. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Holdings or any other Subsidiary or to Guarantee Indebtedness of the Borrower Holdings or any other Subsidiary; provided provided, however, that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law applicable law, regulation or order of any Governmental Authority, or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided further, that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (E) the foregoing shall not apply to restrictions and conditions imposed under Indebtedness permitted under Sections 6.01(h) or 6.01(k), or under Indebtedness of Foreign Subsidiaries permitted under Section 6.01(m), and (F) the foregoing shall not apply to restrictions and conditions imposed under the terms of any agreement entered into in connection with the Receivables Program, provided, further, that such restrictions and conditions apply only to a Receivables Subsidiary.

Restricted Payments; Restrictive Agreements. (a) Declare Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders holders, (ii) the U.S. Borrower may make Restricted Payments to Holdings (x) in an amount not to exceed $1,000,000 in any fiscal year, to the extent necessary to pay actual out-of-pocket general corporate and overhead expenses incurred by Holdings in the ordinary course of business and (iiy) in an amount necessary to pay Tax liabilities directly attributable to (or arising as a result of) the U.S. Borrower and the Subsidiaries, so long as such Restricted Payments will be used by Holdings for such purposes within 10 Business Days of the receipt thereof or returned to the U.S. Borrower and (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Holdings, CBRE Clarion or any of their respective Subsidiaries may repurchase its Equity Interests owned by employees make Restricted Payments consisting of the Borrower or purchase of CBRE Clarion Units. (b) Notwithstanding paragraph (a) above, Holdings may make Restricted Payments, and the Borrowers may make Restricted Payments to Holdings to fund such Restricted Payments by Holdings (and Holdings and the Subsidiaries may agree or make payments incur an obligation to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock optionsdo so), stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed the sum of (i) $300,000,000400,000,000 and (ii) the Available Restricted Payment Amount; provided, however, that at the time thereof and after giving effect thereto, (x) no Default or Event of Default shall have occurred and be continuing, (y) Holdings would be in Pro Forma Compliance and (z) except with respect to a Purchase, in the case of any Restricted Payments made using the Available Restricted Payment Amount referred to in clause (ii) above, the Senior Secured Leverage Ratio would be less than or equal to 2.75 to 1.00. (bc) Enter Holdings and the Borrowers will not, nor will they cause or permit any of the Subsidiaries to, enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the U.S. Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the U.S. Borrower or any other Subsidiary or to Guarantee Indebtedness of the U.S. Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (ED) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness Indebtedness, (E) the foregoing shall not apply to restrictions and conditions existing on the date hereof and identified on Schedule 6.05(c), (F) the foregoing shall not apply to customary restrictions on or customary conditions to the payment of dividends or other distributions on, or the creation of Liens on, Equity Interests owned by the U.S. Borrower or any Subsidiary in any joint venture or similar enterprise contained in the constitutive documents, including shareholders’ or similar agreements, of such joint venture or enterprise, (G) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, (H) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to any Permitted Receivables Securitization; provided such restrictions and conditions apply solely to (i) the Receivables involved in such Permitted Receivables Securitization and (ii) any applicable Securitization Subsidiary and (I) the foregoing shall not apply to restrictions and conditions in any Additional Secured Indebtedness.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that: (i) any Wholly Owned Subsidiary of any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower and the Subsidiaries may make distributions to Parent Holdings so that Parent Holdings may, repurchase its Equity Interests owned by employees of Parent Holdings, the Borrower or the Subsidiaries or make payments to employees of Parent Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000250,000 in any fiscal year; (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower and its subsidiaries may make cash Restricted Payments to Parent Holdings (y) in an amount not to exceed $250,000 in any fiscal year, to the extent necessary to pay general corporate and overhead expenses incurred by Parent Holdings in the ordinary course of business, and (z) in an amount necessary to pay the Tax liabilities of Parent Holdings directly attributable to (or arising as a result of) the operations of the Borrower and its subsidiaries; provided, however, that, with respect to clauses (y) and (z), (A) the amount of such dividends pursuant to clause (z) shall not exceed the amount that the Borrower and its subsidiaries would be required to pay in respect of Federal, State, local and foreign Taxes were the Borrower and its subsidiaries to pay such Taxes as stand-alone taxpayers and (B) all Restricted Payments made to Parent Holdings pursuant to this clause (iii) are used by Parent Holdings, solely for the purposes specified herein; (iv) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may pay the fees and expenses payable under the Management Agreement (as in effect on the Closing Date) in an aggregate amount not to exceed $2,500,000 on an annual basis; provided that (x) such fees and expenses may be paid in cash only if (A) the aggregate principal amount of Loans then outstanding is equal to or less than $140,000,000, (B) the Leverage Ratio is less than 1.25 to 1.00, in each case both prior to and after giving pro forma effect to any such payment, and (C) the Borrower is otherwise in pro forma compliance with each of Sections 6.10, 6.11, 6.12 and 6.17, and (y) if each of the tests set forth in foregoing clause (x) is not satisfied, such fees and expenses may be payable only by a non-cash transfer of intercompany receivables from the Borrower to Parent Holdings in lieu of such cash payments; (v) the Borrower may pay cash dividends to RDC, for further distribution to Parent Holdings, from then-available Available Cash (for the avoidance of doubt, after giving effect to any prior or concurrent utilization of Available Cash in accordance with the definition thereof) so long as (x) no Event of Default or Default shall have occurred and be continuing or would result therefrom, (y) the Leverage Ratio is less than 2.00 to 1.00, in each case both prior to and after giving pro forma effect to any such dividend, and (z) the Borrower is otherwise in pro forma compliance with each of Sections 6.10, 6.11, 6.12 and 6.17; (vi) Parent Holdings may, upon conversion of any convertible Indebtedness of Parent Holdings permitted under Section 6.01(a), make cash payments in lieu of issuance of fractional Equity Interests in respect thereof; (vii) [Reserved]; (viii) Parent Holdings may make Restricted Payments with common stock of Parent Holdings and Qualified Capital Stock of Parent Holdings; and (ix) on the Closing Date, the Closing Date Dividend may be paid. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon the ability of (i) the ability of the Borrower or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property to secure the Obligations or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions to the Borrower with respect to any of its Equity Interests Interests, or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiaryObligations; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on the ability of any Loan Party to create, incur or permit to exist any Lien on any carbon credits or similar allowances of such Loan Party by any agreement with a third party that is not an Affiliate of Parent Holdings, Borrower or the Subsidiaries, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) Parent, the Borrower or any Subsidiary may distribute the Equity Interests of a Spinout Subsidiary pursuant to a Spinout Transaction; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, repurchase its Equity Interests owned by employees current or former employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of Parent, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00060,000,000 in any fiscal year; (iv) the Borrower may make Restricted Payments to Parent (A) (x) to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business (including legal, accounting and similar expenses) and expenses necessary to maintain its status as a publicly held corporation, and (y) in an amount necessary to pay the Tax liabilities of Parent or (B) consisting of (1) costs (including all professional fees and expenses) incurred by Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, the Senior Notes, the Loan Documents or any other agreement or instrument relating to Indebtedness of the Borrower or any Subsidiary, customary indemnification obligations of Parent owing to directors, officers, employees or other Persons under its charter or by-laws or pursuant to written agreements with any such Person to the extent relating to the Borrower and its Subsidiaries, (2) obligations of Parent in respect of director and officer insurance (including premiums therefor) to the extent relating to the Borrower and its Subsidiaries, (3) expenses incurred by Parent in connection with any public offering or other sale of Equity Interests or Indebtedness: (x) where the net proceeds of such offering or sale are intended to be received by or contributed to the Borrower or a Subsidiary, (y) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or (z) otherwise on an interim basis prior to completion of such offering so long as Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary out of the proceeds of such offering promptly if completed; provided, however, that all Restricted Payments made to Parent pursuant to this clause (iv) are used by Parent for the purposes specified herein within 20 days of the receipt thereof; (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount from and after the Third Restatement Effective Date not to exceed $200,000,000 less the amount of payments made from and after the Third Restatement Effective Date pursuant to Section 6.09(b)(i); (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) so long as (A) no Event of Default or Default shall have occurred and be continuing or would result therefrom and (B) at the time of and after giving effect thereto, the Secured Net Leverage Ratio shall not be greater than 3.5 to 1.0, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an amount not to exceed the Available Amount at the time such Restricted Payment is made; (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, (A) repurchase any of its Equity Interests, or (B) make payments to employees, directors or consultants of Parent, the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made; (ix) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount not to exceed $25,000,000 in any fiscal year, beginning with the fiscal year ending December 31, 2013; (x) Parent, Borrower or any Subsidiary may make a payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (xi) Parent, Borrower or any Subsidiary may make a purchase, repurchase, redemption, defeasance or other acquisition or retirement of preferred Equity Interests made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, preferred Equity Interests of the Borrower or Parent (other than Disqualified Stock and other than preferred Equity Interests sold to a Subsidiary) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or by preferred Equity Interests sold to any Subsidiary) of the Borrower or Parent; (xii) the Borrower may make payments or loans, advances, dividends or distributions to Parent to make payments to holders of Equity Interests of Parent in lieu of the issuance of fractional shares of such Equity Interests, provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Equity Interests (as determined in good faith by the board of directors of the Borrower); (xiii) Parent, the Borrower or any Subsidiary may make purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Equity Interests represent a portion of the exercise price thereof; and (xiv) Parent, the Borrower or any Subsidiary may pay dividends or other distributions of Equity Interests of, or Indebtedness owed to Parent, the Borrower or a Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or cash equivalents (including Permitted Investments)). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Parent, the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary Guarantor; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or any Senior Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) contained in any agreement relating to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity and (H) imposed by any credit agreement, indenture or other agreement governing Pari Passu Debt or Alternative Incremental Facility Indebtedness, so long as such restrictions and conditions are not less favorable to the Lenders than to the holders of such Pari Passu Debt or such Alternative Incremental Facility Indebtedness, as the case may be; and (y) clause (i) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness. For the avoidance of doubt, any transaction permitted pursuant to this Section 6.06 to be made or consummated by the Borrower (Fother than Section 6.06(a)(iv)) clause (i) of the foregoing shall not apply be permitted to customary provisions in leases and other contracts restricting the assignment thereofbe made or consummated by Parent.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) Parent, the Borrower or any Subsidiary may distribute the Equity Interests of a Spinout Subsidiary pursuant to a Spinout Transaction; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, repurchase its Equity Interests owned by employees current or former employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of Parent, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,00060,000,000 in any fiscal year; (iv) the Borrower may make Restricted Payments to Parent (A) (x) to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business (including legal, accounting and similar expenses) and expenses necessary to maintain its status as a publicly held corporation, and (y) in an amount necessary to pay the Tax liabilities of Parent or (B) consisting of (1) costs (including all professional fees and expenses) incurred by Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any governmental, regulatory or self-regulatory body or stock exchange, the Senior Notes, the Loan Documents or any other agreement or instrument relating to Indebtedness of the Borrower or any Subsidiary, customary indemnification obligations of Parent owing to directors, officers, employees or other persons under its charter or by-laws or pursuant to written agreements with any such person to the extent relating to the Borrower and its Subsidiaries, (2) obligations of Parent in respect of director and officer insurance (including premiums therefor) to the extent relating to the Borrower and its Subsidiaries, (3) expenses incurred by Parent in connection with any public offering or other sale of Equity Interests or Indebtedness: (x) where the net proceeds of such offering or sale are intended to be received by or contributed to the Borrower or a Subsidiary, (y) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or (z) otherwise on an interim basis prior to completion of such offering so long as Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary out of the proceeds of such offering promptly if completed; provided, however, that all Restricted Payments made to Parent pursuant to this clause (iv) are used by Parent for the purposes specified herein within 20 days of the receipt thereof; (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount from and after the Third Restatement Effective Date not to exceed $200,000,000 less the amount of payments made from and after the Third Restatement Effective Date pursuant to Section 6.09(b)(i); (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) so long as (A) no Event of Default or Default shall have occurred and be continuing or would result therefrom and (B) at the time of and after giving effect thereto, the Secured Net Leverage Ratio shall not be greater than 3.5 to 1.0, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an amount not to exceed the Available Amount at the time such Restricted Payment is made; (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, (A) repurchase any of its Equity Interests, or (B) make payments to employees, directors or consultants of Parent, the Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made; (ix) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount not to exceed $25,000,000 in any fiscal year, beginning with the fiscal year ending December 31, 2013; (x) Parent, Borrower or any Subsidiary may make a payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (xi) Parent, Borrower or any Subsidiary may make a purchase, repurchase, redemption, defeasance or other acquisition or retirement of preferred Equity Interests made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, preferred Equity Interests of the Borrower or Parent (other than Disqualified Stock and other than preferred Equity Interests sold to a Subsidiary) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or by preferred Equity Interests sold to any Subsidiary) of the Borrower or Parent; (xii) the Borrower may make payments or loans, advances, dividends or distributions to Parent to make payments to holders of Equity Interests of Parent in lieu of the issuance of fractional shares of such Equity Interests, provided, however, that any such payment, loan, advance, dividend or distribution shall not be for the purpose of evading any limitation of this covenant or otherwise to facilitate any dividend or other return of capital to the holders of such Equity Interests (as determined in good faith by the board of directors of the Borrower); (xiii) Parent, the Borrower or any Subsidiary may make purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to occur upon the exercise of stock options, warrants or other rights in respect thereof if such Equity Interests represent a portion of the exercise price thereof; and (xiv) Parent, the Borrower or any Subsidiary may pay dividends or other distributions of Equity Interests of, or Indebtedness owed to Parent, the Borrower or a Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or cash equivalents (including Permitted Investments)). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Parent, the Borrower or any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary (other than any Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any other SubsidiarySubsidiary Guarantor; provided (x) that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (BA) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or any Senior Note Indenture, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary or other assets pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (DC) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.01 with such encumbrances and restrictions that, taken as a whole, are not more restrictive than the terms hereof, (E) contained in any agreement relating to a Permitted Receivables Transaction if such restrictions or encumbrances apply only to the relevant Permitted Receivables Transaction and are required pursuant to the terms and conditions of such Permitted Receivables Transaction, (F) on Permitted Joint Ventures or other joint ventures permitted under Section 6.04 and Permitted Syndication Subsidiaries imposed by the terms of the agreements governing the same, (G) applicable to an Acquired Entity at the time such Acquired Entity became a Subsidiary, so long as such restriction or encumbrance was not created in contemplation of or in connection with such Acquired Entity becoming a Subsidiary and apply only to such Acquired Entity, (H) imposed by any credit agreement, indenture or other agreement governing Pari Passu Debt or Alternative Incremental Facility Indebtedness, so long as such restrictions and conditions are not less favorable to the Lenders than to the holders of such Pari Passu Debt or such Alternative Incremental Facility Indebtedness, as the case may be and (I) contained in the ABL Facility Credit Agreement or the other ABL Facility Loan Documents; and (y) clause (i) of the foregoing shall not apply to restrictions or conditions (A) that are customary provisions in leases and other contracts restricting the assignment thereof and any right of first refusal and (B) imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness. For the avoidance of doubt, any transaction permitted pursuant to this Section 6.06 to be made or consummated by the Borrower (Fother than Section 6.06(a)(iv)) clause (i) of the foregoing shall not apply be permitted to customary provisions in leases and other contracts restricting the assignment thereofbe made or consummated by Parent.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefromtherefrom (and provided that, in the case of any direct or indirect distribution to Parent, Parent owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of Holdings at the time of such distribution), Holdings may (and the Borrower may make distributions to Holdings to enable Holdings to make distributions to Parent to enable Parent to) repurchase its Equity Interests of Parent owned by employees of Parent, Holdings, the Borrower or the Subsidiaries or make payments to employees of Parent, Holdings, the Borrower or the Subsidiaries upon termination of employment of such employees (including as a result of retirement or severance) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year (it being agreed that (A) any amount not utilized in any fiscal year may be carried forward and utilized in any subsequent fiscal year, (B) such amount shall be increased by the amount of cash proceeds received by Parent from the sale of Equity Interests of Parent to such employees after the Closing Date to the extent such proceeds are contributed directly or indirectly to the Borrower as common equity and (C) any proceeds of key man life insurance actually received by the Borrower or Holdings may be used or distributed by the Borrower or Holdings for purposes of such repurchases without regard to such amount); (iii) the Borrower may make Restricted Payments to Holdings and/or Parent and Holdings may make Restricted Payments to Parent (x) the proceeds of which shall be applied by Holdings and/or Parent to pay out of pocket general corporate and overhead expenses incurred by Holdings and/or Parent and (y) in the form of Tax Payments, to the extent directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers, (B) all Restricted Payments made to Holdings and/or Parent pursuant to this clause (iii) are used by Holdings or Parent, as applicable, for the purposes specified herein within 20 days of the receipt thereof and (C) in the case of any Restricted Payment made to Parent pursuant to this clause (iii), Parent owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of Holdings at the time of such Restricted Payment; (iv) the Borrower may make distributions to Holdings on the Closing Date to enable Holdings to pay the Common Merger Consideration and the Preferred Merger Consideration and fees and expenses incurred in connection with the Transactions; (v) on and after the date of delivery of the financial statements required by Section 5.04(a) (commencing with the financial statements for the fiscal year ending on September 30, 2004), and if at the time of the proposed Restricted Payment the Leverage Ratio is less than 3.25 to 1.00, Holdings and the Borrower may make Restricted Payments in an amount not to exceed the portion of Excess Cash Flow for the immediately preceding fiscal year that is not required to be applied to the prepayment of outstanding Term Loans pursuant to Section 2.13(d), so long as (x) no Default shall have occurred and be continuing or would result therefrom and (y) prior to or contemporaneously with such Restricted Payment, the Borrower shall have made any mandatory prepayment required by Section 2.13(d); and (vi) Holdings and the Borrower may make other Restricted Payments under this clause (vi) in an amount not to exceed $10,000,000 in the aggregate, so long as no Default shall have occurred and be continuing or would result therefrom. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan DocumentDocument or the Subordinated Note Documents, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of stock or assets of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (E) clauses (i) and (ii) of the foregoing shall not apply to restrictions and conditions imposed (1) under Indebtedness of Foreign Subsidiaries permitted by Section 6.01, (2) under Indebtedness permitted under Section 6.01(h) or (3) under contracts with customers entered into in the ordinary course of business that contain restrictions on cash and other deposits or net worth.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent (unless the contingency is the repayment of the Obligations or receipt of consent from the requisite lenders under this Agreement) or otherwise) to do so; provided that provided, however, that: (i) any direct or indirect wholly owned Domestic Subsidiary of the Borrower and any Foreign Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its Equity Interests of the Borrower owned by past or present officers, directors or employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment of such employees (including as a result of retirement or severance) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0005,000,000 in any fiscal year (it being agreed that any amount not utilized in any fiscal year may be carried forward and utilized in the immediately following fiscal year and that any amount spent in any fiscal year shall be deemed to utilize any such carried forward amount first); (iii) so long as no Event of Default under clause (b) or (c) of Article VII shall have occurred and be continuing, the Borrower may pay management fees to the Sponsor in an aggregate amount not to exceed $2,000,000 per fiscal year; (iv) subject to Section 6.9(b), after the Initial Public Offering, the Borrower may pay dividends to its shareholders each fiscal year in an amount not to exceed the greater of (A) $25,000,000 and (B) 12% of the gross equity proceeds of the Initial Public Offering (and any other offering of Equity Interests of the Borrower thereafter except to the extent such proceeds are used to make Restricted Payments under clause (vii) of this Section 6.6(a)) received by the Borrower, so long as the Borrower is in Pro Forma Compliance and at the time of such dividend and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing; (v) the Borrower may make Restricted Payments to fund amounts payable to any participant in any Plan of the Borrower or the Subsidiaries upon the termination of the employment of such participant in an amount not to exceed $1,000,000 in any fiscal year of the Borrower; (vi) the Borrower may pay the One-Time Restricted Payment; (vii) subject to Section 6.9(b), the Borrower may make Restricted Payments in an amount equal to primary equity proceeds (other than proceeds from the Initial Public Offering) received by the Borrower so long as (A) such Restricted Payment is paid within 90 days of the receipt of such primary equity proceeds, (B) immediately after giving effect to such Restricted Payment no Default or Event of Default shall have occurred and be continuing and (C) the Borrower is in Pro Forma Compliance; provided, that any equity proceeds used to make Restricted Payments under this clause (vii) may not be used to make Restricted Payments made under clause (B) of clause (iv) of this Section 6.6(a); and (viii) subject to Section 6.9(b), in addition to the Restricted Payments in clauses (i)-(vii) above, the Borrower and its Subsidiaries may make additional Restricted Payments in an amount not to exceed $10,000,000 in the aggregate in any fiscal year of the Borrower; provided, that no such dollar limitation shall apply so long as (A) no Default or Event of Default shall have occurred and be continuing or would result therefrom, (B) the Borrower’s Leverage Ratio determined on a pro forma basis as if such Restricted Payment had been made on the first day of the most recently ended four-fiscal quarter period of the Borrower is less than 3.50 to 1.00 and (C) the Borrower is otherwise in Pro Forma Compliance. Notwithstanding the foregoing, in the event that the failure to comply with any Financial Performance Covenant is cured through the exercise of the Cure Right set forth in Article VII, Sections 6.6(a)(iii), (iv), (v), (vi), (vii) and (viii) above shall only be available to the Loan Parties if (x) the Required Lenders consent to the relevant Restricted Payment pursuant to Section 6.6(a)(iii), (iv), (v), (vi), (vii) and (viii) or (y) the Borrower is in compliance with all Financial Performance Covenants as of the end of any two consecutive fiscal quarters following the fiscal quarter in which the Borrower exercised its Cure Right. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided provided, that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of stock or assets of a Subsidiary pending such sale; provided that , provided, such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofthereof and (E) clause (i) and (ii) of the foregoing shall not apply to restrictions and conditions imposed (1) under debt agreements of Foreign Subsidiaries incurred under Section 6.1(o) or (2) under contracts with customers entered into the ordinary course of business that contain restrictions on cash or other deposits or net worth.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Subsidiary of the Borrower may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) the Borrower may make Restricted Payments to Holdings in an amount not to exceed 9335/74326-004 current/38542033v9 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. the Permitted Restricted Payment Amount in any fiscal year of the Borrower to the extent necessary to pay independent director fees incurred by Holdings in the ordinary course of business, (iii) the Borrower may make Restricted Payments to Holdings in an amount not to exceed $250,000 in any fiscal year of the Borrower, (and Holdings may make a corresponding Restricted Payment to the Sponsor or its Affiliates) to the extent necessary to pay reasonable general corporate or other entity and overhead expenses (including franchise or similar Taxes, other than Taxes in the nature of an income Tax, which is covered by Permitted Tax Distributions, but excluding fees to independent directors) incurred by Holdings or the Sponsor or its Affiliates (limited, in the case of the Sponsor and any of its Affiliates, to amounts directly related to its indirect ownership interests in the Borrower) or pay any indemnification amounts or other amounts described in Section 6.07(v) below owed to Holdings or the Sponsor or its Affiliates, pursuant to the Management Agreement or any other customary management or advisory arrangement (whether in writing, verbal or otherwise), (iv) the Borrower may pay to Holdings, and Holdings may pay to its direct or indirect parent companies, Permitted Tax Distributions; (v) Holdings, the Borrower and the Subsidiaries may make Restricted Payments in the form of distributions payable solely in the common stock, other common Equity Interests or other Qualified Capital Stock of such Person; (vi) the Borrower and Holdings may make (directly or indirectly) Permitted Founder Distributions; (vii) so long as no Event of Default shall have has occurred and be is continuing or would immediately result therefrom, the Borrower payments may be made to Holdings (or any direct or indirect parent company of Holdings) to permit Holdings (or any such direct or indirect parent company of Holdings) to repurchase its Equity Interests owned or redeem Qualified Capital Stock of Holdings (or any direct or indirect parent company) held by current or former officers, directors or employees (or their transferees, spouses, ex-spouses, estates or beneficiaries under their estates) of the Borrower any Loan Party or the Subsidiaries their Subsidiaries, upon their death, disability, retirement, severance or make payments to employees of the Borrower or the Subsidiaries upon termination of employment or service or to make payments on Indebtedness issued to buy such Qualified Capital Stock upon their death, disability, retirement, severance or termination of employment or service; provided that the aggregate cash consideration (for the avoidance of doubt excluding cancellation of Indebtedness owed by such person) paid for all such redemptions and payments shall not exceed, in connection with any fiscal year, the sum of (I) $1,000,000, plus (II) the net cash proceeds of any “key-man” life insurance policies of any Loan Party or its Subsidiaries that have not been used to make any repurchases, redemptions or payments under this clause (vii) provided further, that any Restricted Payments or payments permitted to be made (but not made) pursuant to subclause (I) of this clause (vii) in a given fiscal year of Holdings may be carried forward and made in succeeding fiscal years of Holdings; provided further that during an Event of Default any payments described in this clause may accrue and shall be permitted to be paid when no Event of Default is continuing at such time; (viii) Restricted Payments may be made solely in Equity Interests of Holdings (other than Disqualified Stock), (ix) repurchases of Equity Interests may be made by Holdings upon the occurrence of the exercise of stock optionsEquity Interest options if the Equity Interests represent a portion of the exercise price thereof and (x) distributions of proceeds of the Initial Term Loans to Holdings to effectuate the Existing Debt Refinancing on the Closing Date; provided, stock appreciation rights or similar equity incentives or equity-based incentives however, that (A) (x) the amount of cash dividends paid pursuant to management incentive plans or in connection with clauses (iii) and (iv) to enable Holdings to pay Taxes at any time shall not exceed the death or disability amount of such employees Taxes actually owing by Holdings (or such applicable parent company) at such time and (y) any refunds (including in an respect of Taxes) received by Holdings shall promptly be returned by Holdings to the Borrower as cash common equity contributions and (B) any Permitted Founder Distributions made pursuant to clause (vi) are subject to (1) the Loan Parties having no net operating losses (without taking into account any interest tax deduction) that have not been utilized to offset net income for any prior relevant period at the time such Permitted Founder Distribution is made, (2) the sum of (x) net income (determined in accordance with GAAP) of the Loan Parties and their Subsidiaries, on a consolidated basis, plus (y) interest expense (determined in accordance with GAAP) of the Loan Parties and their Subsidiaries, on a consolidated basis, for the most recently ended fiscal year, exceeding $0, (3) immediately after giving effect to any such distribution, Liquidity being greater than or equal to $3,000,000 and (4) the aggregate amount of all such Permitted Founder Distributions made during the term of this Agreement not to exceed exceeding $300,000,0008,000,000. 9335/74326-004 current/38542033v9 [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Wholly Owned Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or regulation or by any Loan DocumentDocument or the Revolving Loan Document or any Permitted Refinancing thereof or any agreement or document related to the Indebtedness permitted by Section 6.01(iii) or the Liens on cash collateral permitted by Section 6.02(xiv), (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary (or its assets) pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary or such assets that is (or are) to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (EC) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FD) clause (i) of the foregoing shall not apply to customary provisions in leases leases, subleases, licenses, sublicenses and other contracts restricting the assignment thereof, (E) the foregoing shall not apply with respect to (i) any agreement (including with respect to Indebtedness) in effect at the time any Person becomes a Subsidiary of the Borrower; provided, that such agreement was not entered into in contemplation of such Person becoming a Subsidiary of the Borrower, (ii) restrictions under agreements evidencing or governing or otherwise relating to Indebtedness of any Subsidiaries that are not Loan Parties permitted under Section 6.01; provided that such Indebtedness is only with respect to the assets of any Subsidiaries that are not Loan Parties, (iii) customary provisions in joint venture agreements, limited liability company operating agreements, partnership agreements, stockholders agreements, other Organizational Documents and other similar agreements, (iv) customary anti-assignment provisions in licenses and other contracts restricting the sublicensing or assignment thereof, (v) pursuant to Contractual Obligations that (y) exist on the Closing Date and (z) to the extent Contractual Obligations permitted by this clause (v) are set forth in an agreement evidencing Indebtedness or any agreement evidencing any Permitted Refinancing thereof so long as such Permitted Refinancing does not expand the scope of such Contractual Obligation, and (vi) restrictions in connection with cash or other deposits permitted under Section 6.02.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Subsidiary of Holdings may declare and pay dividends or make other distributions Restricted Payments ratably to its equity holders and holders, (ii) (a) Holdings and any Subsidiary may pay or make dividends or distributions to any holder of its Qualified Capital Stock in the form of additional shares of Qualified Capital Stock of the same class, and may exchange one class or type of Qualified Capital Stock with shares of another class or type of Qualified Capital Stock and (b) Holdings may make distributions and payments to any Parent Company, Permitted Investor or Affiliate thereof holding Subordinated Shareholder Loans in the form of additional Subordinated Shareholder Loans, and may capitalize the interest on its Subordinated Shareholder Loans; (iii) Holdings may make Restricted Payments to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of Holdings, or any Parent Company held by any future, present or former employee, director or consultant of Holdings or any Parent Company or any Subsidiary of Holdings pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided that the aggregate Restricted Payments made under this clause (iii) after the 2016 Restatement Date do not exceed $25,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximum payment of $50,000,000 in any calendar year); (iv) Holdings may make Restricted Payments to any Parent Company in amounts required for such Parent Company to pay national, state or local income taxes (as the case may be) imposed directly on such Parent Company to the extent such income taxes are attributable to the income of Holdings and its Subsidiaries (including, without limitation, by virtue of such Parent Company being the common parent of a consolidated or combined tax group of which Holdings or its Subsidiaries are members); provided, however, that in no event shall Holdings make Restricted Payments pursuant to this Section 6.06(a)(iv) in an amount greater than the amount Holdings would pay on such income to a taxing authority were such income taxes to be computed for Holdings and its Subsidiaries on a separate return basis (taking into account tax attributes from prior years); (v) Holdings may make Restricted Payments (A) in amounts required for any Parent Company or any Affiliate thereof, if applicable, to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any Parent Company or of any Affiliate thereof, if applicable, and general corporate operating and overhead expenses (including compliance and reporting expenses) of any Parent Company or any Affiliate thereof, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of Holdings, if applicable, and their respective Subsidiaries; provided, that for so long as such Parent Company owns no material assets other than Equity Interests in Holdings or any Parent Company, such fees and expenses shall be deemed for purposes of this clause (A) to be attributable to such ownership or operation and (B) in amounts required for any Parent Company to pay fees and expenses, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such Parent Company; and provided further that such amounts reduce Consolidated Net Income pursuant to the definition of such term; (vi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (vii) Restricted Payments by Holdings or any Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any such Person; (viii) after a Qualified Public Offering, Holdings may pay dividends and make distributions to any Parent Company, so that such Parent Company can pay dividends and make distributions to, or repurchase or redeem its Equity Interests from, its equity holders in an amount generating a 3.00% annual yield payable to all equity holders (such yield to be determined based on the initial public offering price of the Equity Interests sold in such Qualified Public Offering); provided that both before and after giving effect thereto, (x) no Event of Default shall have occurred and be continuing and (y) Holdings would be in Pro Forma Compliance; (ix) Holdings may make Restricted Payments, in an aggregate amount not to exceed the Available Amount, provided that both before and after giving effect thereto, (x) no Event of Default shall have occurred and be continuing and (y) Holdings would be in Pro Forma Compliance; (x) Holdings or would result therefrom, the Borrower any Subsidiary may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees Restricted Payments in an aggregate amount not to exceed $300,000,00090,000,000; (xi) Holdings may make Restricted Payments to pay Management Fees, plus out-of-pocket expense reimbursement; provided that both before and after giving effect thereto, no Event of Default shall have occurred and be continuing; (xii) Holdings or any Subsidiary may make a distribution, as a dividend or otherwise, of the Equity Interests of, or Indebtedness owed to Holdings or any Subsidiary by, an Unrestricted Subsidiary; provided that both before and after giving effect thereto, no Event of Default shall have occurred and be continuing; (xiii) Holdings or any Subsidiary may make Restricted Payments in an aggregate amount, together with the aggregate principal amount of Indebtedness paid, redeemed or otherwise acquired for value pursuant to Section 6.09(c)(ii), not to exceed the amount of Excluded Contributions; and (xiv) Holdings or any Subsidiary may make unlimited Restricted Payments; provided that (x) both before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (y) the Total Leverage Ratio, calculated on a Pro Forma Basis, shall not exceed 4.25 to 1.0. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Bank Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Holdings or any other Subsidiary or to Guarantee Indebtedness of the Borrower Holdings or any other Subsidiary; provided that , except in each case for such encumbrances or restrictions existing under or by reason of: (A) the foregoing shall not apply to contractual encumbrances or restrictions and conditions existing in effect on the Closing Date, 2016 Restatement Date and set forth on Schedule 6.06(b); (B) the foregoing shall Loan Documents, the Senior Secured Note Documents with respect to Senior Secured Notes outstanding on the 2016 Restatement Date, the Senior Unsecured Note Documents with respect to Senior Unsecured Notes outstanding on the 2016 Restatement Date, the November 2013 5.625% Senior Unsecured Note Documents and the Intercreditor Agreements; (C) applicable law or any applicable rule, regulation or order; (D) any agreement or other instrument of a Person acquired by Holdings or any Subsidiary which was in existence at the time of such acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person and its Subsidiaries, or the property or assets of the Person and its Subsidiaries, so acquired; (E) customary provisions in joint venture agreements relating solely to such joint venture; (F) Capital Lease Obligations and purchase money obligations for property acquired in the ordinary course of business, provided that such encumbrances and restrictions do not apply to any property or assets other than the property or assets financed by such Capital Lease Obligations and purchase money obligations; (G) customary provisions contained in leases (other than financing or similar leases), licenses and other similar agreements entered into in the ordinary course of business, provided that such encumbrances and restrictions only apply to the property or assets that are the subject of such leases, licenses and conditions imposed agreements; (H) contracts or agreements for the sale of assets, provided that such encumbrances and restrictions only apply to any property or assets that are the subject of such contracts and agreements; (I) any encumbrance or restriction arising under a local working capital facility permitted by law Section 6.01; (J) any encumbrance or restriction arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred subsequent to the 2016 Restatement Date permitted by Section 6.01 if the encumbrances and restrictions contained in any such agreement or instrument taken as a whole are not materially less favorable to the Lenders than the encumbrances and restrictions contained in the Loan DocumentDocuments, the Senior Secured Note Documents with respect to the Senior Secured Notes described in clauses (a), (Cb), (c), (d) or (e) of the foregoing shall not apply definition of “Senior Secured Notes”, the Senior Unsecured Note Documents with respect to the Senior Unsecured Notes described in clauses (a), (b), (c), (d) or (e) of the definition of “Senior Unsecured Notes” or in the November 2013 Senior Unsecured Note Documents; (K) any customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such saleany Permitted Receivables Financing; provided that such restrictions and conditions apply only solely to the Subsidiary that is to be sold and such sale is permitted hereunder, (DA) the foregoing shall Securitization Assets involved in such Permitted Receivables Financing and (B) any applicable Securitization Subsidiary; and (L) any encumbrances or restrictions imposed by any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of the contracts, instruments or obligations referred to in clauses (A) through (K) above; provided that the encumbrances and restrictions contained in such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are, in the good faith judgment of Holdings no more restrictive than those encumbrances and restrictions in effect immediately prior to such amendment, modification, restatement, renewal, increase, supplement, refunding, replacement or refinancing. For purposes of determining compliance with this Section 6.06, any Restricted Payment need not apply be made solely by reference to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) one of the foregoing shall not apply to restrictions or conditions imposed by clauses but may be made under any agreement relating to secured Indebtedness permitted by this Agreement if combination of such restrictions or conditions apply only to the property or assets securing clauses (including in part under one clause and in part under any other such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereofclause).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided that however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders; (ii) Parent, the Borrower or any Subsidiary may distribute the Equity Interests of a Spinout Subsidiary pursuant to a Spinout Transaction; (iii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, repurchase its Equity Interests owned by employees current or former employees, directors or consultants of Parent, the Borrower or the Subsidiaries or make payments to employees employees, directors or consultants of Parent, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000.90,000,000 in any fiscal year; (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (iiv) the ability Borrower may make Restricted Payments to Parent (A) (x) to the extent necessary to pay general corporate and overhead expenses incurred by Parent in the ordinary course of business (including legal, accounting and similar expenses) and expenses necessary to maintain its status as a publicly held corporation, and (y) in an amount necessary to pay the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any Tax liabilities of its property or assets Parent or (iiB) the ability consisting of (1) costs (including all professional fees and expenses) incurred by Parent in connection with reporting obligations under or otherwise incurred in connection with compliance with applicable laws, rules or regulations of any Restricted Subsidiary to pay dividends governmental, regulatory or other distributions with respect to any of its Equity Interests self-regulatory body or to make or repay loans or advances to stock exchange, the Borrower Senior Notes, the Loan Documents or any other Subsidiary agreement or instrument relating to Guarantee Indebtedness of the Borrower or any Subsidiary, customary indemnification obligations of Parent owing to directors, officers, employees or other persons under its charter or by-laws or pursuant to written agreements with any such person to the extent relating to the Borrower and its Subsidiaries, (2) obligations of Parent in respect of director and officer insurance (including premiums therefor) to the extent relating to the Borrower and its Subsidiaries, (3) expenses incurred by Parent in connection with any public offering or other sale of Equity Interests or Indebtedness: (x) where the net proceeds of such offering or sale are intended to be received by or contributed to the Borrower or a Subsidiary, (y) in a pro-rated amount of such expenses in proportion to the amount of such net proceeds intended to be so received or contributed, or (z) otherwise on an interim basis prior to completion of such offering so long as Parent shall cause the amount of such expenses to be repaid to the Borrower or the relevant Subsidiary out of the proceeds of such offering promptly if completed; provided, however, that all Restricted Payments made to Parent pursuant to this clause (iv) are used by Parent for the purposes specified herein within 20 days of the receipt thereof; (v) in addition to Restricted Payments permitted by clauses (i) through (iv) above, so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount from and after the Restatement Date not to exceed $300,000,000 less the amount of payments made from and after the Restatement Date pursuant to Section 6.09(b)(i); (vi) the Borrower may net shares under employee benefits plans to settle option price payments owed by employees and directors with respect thereto and to settle employees’ and directors’ Federal, state and income tax liabilities (if any) related thereto; (vii) the Borrower may make other Restricted Payments; provided that at the time such Restricted Payment is made and after giving effect thereto, the Payment Conditions shall be satisfied; (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may, or the Borrower may make distributions to Parent so that Parent may, (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Daterepurchase any of its Equity Interests, or (B) make payments to employees, directors or consultants of Parent, the foregoing Borrower or the Subsidiaries in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, in each case in an aggregate amount not to exceed the Received Exercise Proceeds Amount at the time such Restricted Payment is made; (ix) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the Borrower may make other Restricted Payments, and Parent may make Restricted Payments, in an aggregate amount not apply to restrictions exceed $25,000,000 in any fiscal year; (x) other than Restricted Payments described in clause (vii) above, Parent, the Borrower or any Subsidiary may make a payment of any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration such payment would have complied with the provisions of this Agreement; (xi) Parent, Borrower or any Subsidiary may make a purchase, repurchase, redemption, defeasance or other acquisition or retirement of preferred Equity Interests made by exchange (including any such exchange pursuant to the exercise of a conversion right or privilege in connection with which cash is paid in lieu of the issuance of fractional shares) for, or out of the proceeds of the substantially concurrent sale of, preferred Equity Interests of the Borrower or Parent (other than Disqualified Stock and conditions imposed by law other than preferred Equity Interests sold to a Subsidiary) or a substantially concurrent contribution to the equity (other than through the issuance of Disqualified Stock or by preferred Equity Interests sold to any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (iSubsidiary) of the foregoing Borrower or Parent; (xii) the Borrower may make payments or loans, advances, dividends or distributions to Parent to make payments to holders of Equity Interests of Parent in lieu of the issuance of fractional shares of such Equity Interests, provided, however, that any such payment, loan, advance, dividend or distribution shall not apply be for the purpose of evading any limitation of this covenant or otherwise to restrictions facilitate any dividend or conditions imposed other return of capital to the holders of such Equity Interests (as determined in good faith by the board of directors of the Borrower); (xiii) Parent, the Borrower or any agreement relating Subsidiary may make purchases, repurchases, redemptions, defeasances or other acquisitions or retirements of Equity Interests deemed to secured Indebtedness permitted by this Agreement occur upon the exercise of stock options, warrants or other rights in respect thereof if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) Equity Interests represent a portion of the foregoing shall not apply exercise price thereof; and (xiv) Parent, the Borrower or any Subsidiary may pay dividends or other distributions of Equity Interests of, or Indebtedness owed to customary provisions in leases and other contracts restricting Parent, the assignment thereofBorrower or a Subsidiary by, Unrestricted Subsidiaries (unless the Unrestricted Subsidiary’s principal asset is cash or cash equivalents (including Permitted Investments)).

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement), or incur any obligation (contingent or otherwise) to do so; provided that provided, however, that: (i) any Subsidiary of Holdings may declare and pay dividends or make other distributions Restricted Payments ratably to its equity holders and holders; (ii) (x) Holdings and any Subsidiary may pay or make dividends or distributions to any holder of its Qualified Capital Stock in the form of additional shares of Qualified Capital Stock of the same class, and may exchange one class or type of Qualified Capital Stock with shares of another class or type of Qualified Capital Stock and (y) Holdings may make distributions and payments to any Parent Company, Permitted Investor or Affiliate thereof holding Subordinated Shareholder Loans in the form of additional Subordinated Shareholder Loans, and may capitalize the interest on its Subordinated Shareholder Loans; (iii) Holdings may make Restricted Payments to pay for the purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of Holdings, or any Parent Company held by any future, present or former employee, director or consultant of Holdings or any Parent Company or any Subsidiary of Holdings pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided that the aggregate Restricted Payments made under this clause (iii) do not exceed $5,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the two succeeding calendar years subject to a maximum payment of $10,000,000 in any calendar year; (iv) Holdings may make Restricted Payments to any Parent Company in amounts required for such Parent Company to pay national, state or local income taxes (as the case may be) imposed directly on such Parent Company to the extent such income taxes are attributable to the income of Holdings and its Subsidiaries (including, without limitation, by virtue of such Parent Company being the common parent of a consolidated or combined tax group of which Holdings or its Subsidiaries are members); provided, however, that in no event shall Holdings make Restricted Payments pursuant to this Section 6.06(a)(iv) in an amount greater than the amount Holdings would pay on such income to a taxing authority were such income taxes to be computed for Holdings and its Subsidiaries on a separate return basis (taking into account tax attributes from prior years); (v) Holdings may make Restricted Payments (A) in amounts required for any Parent Company, if applicable, to pay fees and expenses (including franchise or similar taxes) required to maintain its corporate existence, customary salary, bonus and other benefits payable to, and indemnities provided on behalf of, officers, directors and employees of any Parent Company, if applicable, and general corporate operating and overhead expenses (including compliance and reporting expenses) of any Parent Company, if applicable, in each case to the extent such fees and expenses are attributable to the ownership or operation of Holdings, if applicable, and their respective Subsidiaries; provided, that for so long as such Parent Company owns no material assets other than Equity Interests in Holdings or any Parent Company, such fees and expenses shall be deemed for purposes of this clause (A) to be attributable to such ownership or operation and (B) in amounts required for any Parent Company to pay fees and expenses, other than to Affiliates of Holdings, related to any unsuccessful equity or debt offering of such Parent Company; and provided further that such amounts reduce Consolidated Net Income pursuant to the definition of such term; (vi) repurchases of Equity Interests deemed to occur upon exercise of stock options or warrants if such Equity Interests represent a portion of the exercise price of such options or warrants; (vii) Restricted Payments by Holdings or any Subsidiary to allow the payment of cash in lieu of the issuance of fractional shares upon the exercise of options or warrants or upon the conversion or exchange of Equity Interests of any such Person; (viii) after a Qualified Public Offering, Holdings may pay dividends and make distributions to any Parent Company, so that such Parent Company can pay dividends and make distributions to, or repurchase or redeem its Equity Interests from, its equity holders in an amount generating a 3.00% annual yield payable to all equity holders (such yield to be determined based on the initial public offering price of the Equity Interests sold in such Qualified Public Offering); provided that (x) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing or would result therefromand (y) after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 6.04(g) and 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of such period, the Borrower Senior Secured Leverage Ratio would not exceed 2.25 to 1.00; (ix) Holdings may repurchase its Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock optionsRestricted Payments, stock appreciation rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed the Available Amount, provided that (x) both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing and (y) after giving pro forma effect to such transaction and to any other event occurring after such period as to which pro forma recalculation is appropriate (including any other transaction described in Sections 6.04(g) and 6.04(h) occurring after such period) as if such transaction had occurred as of the first day of such period, the Senior Secured Leverage Ratio would not exceed 2.25 to 1.00; (x) Holdings may make Restricted Payments to pay annual management, consulting, monitoring and advisory fees to a Parent Company in an aggregate amount in any fiscal year not to exceed 1.5% of Consolidated EBITDA of Holdings for the immediately preceding fiscal year, plus out-of-pocket expense reimbursement, provided that both before and after giving effect thereto, no Default or Event of Default shall have occurred and be continuing; (xi) Holdings may make Restricted Payments in an aggregate amount not to exceed the aggregate amount of net cash proceeds (other than Excluded Proceeds) from the issuance, sale or incurrence of Qualified Capital Stock of Holdings, other cash contributions made to the capital of Holdings or Subordinated Shareholder Loans; provided that at the time of and immediately after giving effect to any Restricted Payment made pursuant to this clause (xi), (a) the aggregate amount of all unused and available Revolving Commitments and Unrestricted Cash shall be no less than $300,000,00025,000,000, (b) the Senior Secured Leverage Ratio, calculated on a pro forma basis, shall be at least 0.25x lower than the then-applicable maximum Senior Secured Leverage Ratio set forth in Section 6.12 and (c) no Default or Event of Default shall have occurred and be continuing; and (xii) Holdings may make Restricted Payments to consummate or fund the Transactions (including as a result of the cancellation or vesting of outstanding options and other equity-based awards in connection therewith) and pay fees and expenses incurred in connection with the Transactions (including fees and expenses incurred by any Parent Company). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings or any Restricted Subsidiary Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Holdings or any other Subsidiary or to Guarantee Indebtedness of the Borrower Holdings or any other Subsidiary; provided that , except in each case for such encumbrances or restrictions existing under or by reason of: (A1) the foregoing shall not apply to contractual encumbrances or restrictions and conditions existing in effect on the Closing Date, Date and set forth on Schedule 6.06(b); (B2) the foregoing shall not apply to restrictions Loan Documents and conditions imposed by the Senior Unsecured Note Documents; (3) applicable law or by any Loan Documentapplicable rule, regulation or order; (C4) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale any agreement or other instrument of a Person acquired by Holdings or any Subsidiary pending which was in existence at the time of such sale; provided that acquisition (but not created in contemplation thereof or to provide all or any portion of the funds or credit support utilized to consummate such restrictions and conditions apply only acquisition), which encumbrance or restriction is not applicable to any Person, or the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms properties or assets of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunderPerson, (E) clause (i) of other than the foregoing shall not apply to restrictions Person and its Subsidiaries, or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to Person and its Subsidiaries, so acquired; (5) customary provisions in leases and other contracts restricting the assignment thereof.joint venture agreements relating solely to such joint venture;

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement)Payment, or incur any obligation (contingent or otherwise) to do so; provided provided, however, that (i) any Restricted Subsidiary of the Borrowers may declare and pay dividends or make other distributions ratably to its equity holders and (so long as, to the extent such Restricted Subsidiary is not a wholly owned Subsidiary, such dividends or distributions are made on a pro rata basis), (ii) so long as no Event of Default shall have occurred and be continuing or would result therefrom, the Borrower Borrowers or any Restricted Subsidiary may make distributions to Holdings so that Holdings may, repurchase its Equity Interests owned by current or former directors, officers, employees or consultants of Holdings, the Borrowers or the Restricted Subsidiaries or any estate, family member of, or trust or other entity for the benefit of, any of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries foregoing persons upon termination of employment employment, in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans plans, in connection with the exercise of rights by Holdings or any Restricted Subsidiary under any agreement with any such current or former directors, officers, employees or consultants or in connection with the death or disability of such current or former directors, officers, employees or consultants, in an aggregate amount for all such repurchases not to exceed $300,000,0001,000,000 in any fiscal year but not more than $5,000,000 in the aggregate plus the cash proceeds of key man life insurance policies received by the Borrowers after the Third Restatement Date less any amounts previously applied to the payment of Restricted Payments pursuant to this clause (a)(ii), (iii) Holdings, the Borrowers and each Restricted Subsidiary may declare and pay dividends payable solely in shares of common stock or other Qualified Capital Stock of Holdings, the Borrowers or such Restricted Subsidiary, (iv) the Borrowers or any Restricted Subsidiary may make distributions to Holdings so that Holdings may purchase, repurchase, defease, acquire or retire for value the capital stock of Holdings or options, warrants or other rights to acquire such capital stock solely in exchange for, or out of the proceeds of the sale of (so long as such purchase, repurchase, redemption, defeasance, acquisition or retirement is consummated within 60 days of such sale) Qualified Capital Stock of Holdings or options, warrants or other rights to acquire such Qualified Capital Stock, (v) the Borrowers and each Restricted Subsidiary may purchase, repurchase, defease or retire for value the capital stock of Holdings or options, warrants or other rights to acquire such capital stock deemed to occur upon the exercise of options, warrants or other rights to acquire such capital stock solely to the extent that shares or options, warrants or other rights to acquire such capital stock represent all or any portion of the exercise price of such options, warrants or other rights to acquire such capital stock, (vi) the making of cash payments (or distributions to Holdings to permit such payments by Holdings) in lieu of the issuance of fractional shares in connection with the exercise of warrants, options or other securities convertible into or exchangeable for equity interests of Holdings shall be permitted, (vii) the Borrowers or any Restricted Subsidiary may make Restricted Payments to Holdings (v) to finance any Investment permitted to be made pursuant to Section 6.04; provided that (A) such Restricted Payment shall be made substantially concurrently with the closing of such Investment and (B) such persons shall, promptly following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) to be contributed to the Borrowers or a Restricted Subsidiary or (2) the merger, amalgamation, consolidation or sale of all or substantially all assets (to the extent permitted in Section 6.05) of the person formed or acquired into the Borrowers or a Restricted Subsidiary in order to consummate such Investment, in each CASE, IN ACCORDANCE WITH THE REQUIREMENTS OF SECTION 5.12 and Section 6.04; (w) the proceeds of which shall be used by Holdings to pay costs, fees and expenses related to any equity or debt offering permitted by this Agreement (whether or not successful); (x) to the extent necessary to pay general corporate and overhead expenses incurred by Holdings (including legal, accounting and filing costs), (y) to the extent necessary to pay fees and expenses and (z) in an amount necessary to pay the Tax liabilities of Holdings directly attributable to (or arising as a result of) the operations or income of the Borrowers and the Restricted Subsidiaries; (viii) the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments, in an amount not to exceed the Available Basket Amount immediately prior to the time such Restricted Payment is paid, shall be permitted; provided that (x) no Event of Default has occurred and is continuing at the time of any such Restricted Payment or would result therefrom and (y) the Total Net Leverage Ratio calculated on a Pro Forma Basis as of the last day of the most recently ended Test Period for which financial statements have been delivered pursuant to Section 5.04(a) or (b), as applicable, prior to the date of the execution of the definitive agreement governing such Restricted Payment shall not exceed 2.50 to 1.00; provided, further, that during the Waiver Period or any Specified Equity Cure Period the Borrowers and the Restricted Subsidiaries shall not be permitted to make any Restricted Payments pursuant to this clause (viii); (ix) [reserved]; (x) [reserved]; (xi) the Borrowers and the Restricted Subsidiaries may make any Restricted Payment within 60 days after the date of declaration thereof, if at the date of such declaration such Restricted Payment would have complied with another provision of this Section 6.06; provided that the making of such Restricted Payment will reduce capacity for Restricted Payments pursuant to such other provision when so made; (xii) the Borrowers and the Restricted Subsidiaries may make additional Restricted Payments with any cash received by Holdings, which is contributed as common equity to the U.S. Borrower, as the exercise price in connection with an exercise of warrants or options with respect to Equity Interests of Holdings by the holders of such warrants or options; (xiii) to the extent constituting Restricted Payments, the Borrowers and the Restricted Subsidiaries may enter into transactions expressly permitted by Sections 6.03, 6.04, 6.05 or 6.07; (xiv) payments made or expected to be made by the Borrowers or any Restricted Subsidiary (or distributions to Holdings to permit such payments by Holdings) in respect of withholding, employment or similar taxes payable by any current or former directors, officers, employees or consultants and any repurchases of Equity Interests deemed to occur upon exercise, vesting or settlement of, or payment with respect to, any equity or equity-based award, including, without limitation, stock or other equity options, stock or other equity appreciation rights, warrants, restricted equity units, restricted equity, deferred equity units or similar rights if such Equity Interests are used by the holder of such award to pay a portion of the exercise price of such options, appreciation rights, warrants or similar rights or to satisfy any required withholding or similar taxes with respect to any such award, (xv) the Borrower or any Restricted Subsidiary may make Restricted Payments to Holdings, the proceeds of which shall be used by Holdings to make any payment or delivery (1) pursuant to the terms of any Permitted Convertible Notes (including, without limitation, upon conversion, redemption, required repurchase, an interest payment date or maturity) or (2) pursuant to the terms of any Permitted Convertible Note Hedging Agreement or in connection with the early termination, unwind or settlement thereto and (xvi) in addition to Restricted Payments permitted by paragraphs (i) through (xv) above, additional Restricted Payments by the Borrowers and the Restricted Subsidiaries so long as the aggregate amount of such Restricted Payments pursuant to this paragraph (xvi) does not exceed $2,500,000. (ba) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Borrowers or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations, or (ii) the ability of any Restricted Subsidiary of the Borrowers that is not a Loan Party to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower Borrowers or any other Subsidiary Loan Party or to Guarantee Indebtedness of the Borrower Borrowers or any other SubsidiaryLoan Party; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law any Requirement of Law or by any Loan DocumentDocument or documentation relating to Incremental Equivalent Debt, the Permitted First Priority Refinancing Debt, Permitted Second Priority Refinancing Debt or Permitted Unsecured Refinancing Debt, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Restricted Subsidiary or assets pending such sale; provided that such restrictions and conditions apply only to the Restricted Subsidiary that is to be sold and such sale is permitted hereunder, (C) [reserved], (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and Indebtedness, (FE) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting subleasing or the assignment thereof, (F) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to the sale of any property permitted under this Agreement pending the consummation of such sale, (G) the foregoing shall not apply to restrictions or conditions arising pursuant to an agreement or instrument relating to any Indebtedness permitted to be incurred by Section 6.01 if such restrictions or conditions taken as a whole are no more onerous to the Borrowers or the Restricted Subsidiaries than the terms of this Agreement, (H) the foregoing shall not apply to any agreement or instrument governing Indebtedness assumed in connection with the acquisition of assets by the Borrowers or any Restricted Subsidiary permitted hereunder or secured by a Lien encumbering assets acquired in connection therewith, which encumbrance or restriction is not applicable to any person, or the properties of any person, other than the person or the properties or assets of the person so acquired as long as such agreement or instrument was not entered into in contemplation of the acquisition of such assets, the foregoing shall not apply to any restrictions on cash or other deposits imposed by customers under contracts or other arrangements entered into or agreed to in the ordinary course of business, (J) the foregoing shall not apply to any provisions in joint venture agreements (relating solely to the respective joint venture) entered into in the ordinary course of business, (K) the foregoing shall not apply to customary non-assignment provisions in leases, contracts, licenses and other agreements, (L) the foregoing shall not apply to any agreement in effect at the time a person becomes a Restricted Subsidiary of the Borrowers, so long as such agreement was not entered into in connection with or in contemplation of such person becoming a Restricted Subsidiary of the Borrowers, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Restricted Subsidiary, or the property or assets of the Restricted Subsidiary, so acquired, (M) the foregoing shall not apply to customary restrictions that arise in connection with any Lien permitted by Section 6.02 or any document in connection therewith provided that such restriction relates only to the property subject to such Lien (and any proceeds and products thereof) and (N) the foregoing shall not apply to restrictions or conditions arising pursuant to an agreement, instrument or guarantee provided in connection with any Vessel Financing.

Restricted Payments; Restrictive Agreements. (a) Declare or makeMake any Restricted Payment; provided, however, that: (i) each Restricted Subsidiary may make Restricted Payments to the Administrative Borrower, any other Restricted Subsidiary, or agree any other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to declare their respective holdings of the type, class or make, directly or indirectly, any ranking of Equity Interest in respect of which such Restricted Payment is being made or in a manner more favorable to the Borrowers and the Restricted Subsidiaries; (including pursuant ii) the Administrative Borrower may make Restricted Payments from Available Cash to any Synthetic Purchase Agreement)the extent that (x) no Event of Default has occurred and is continuing or would immediately result therefrom and (y) immediately before and after giving effect to such Restricted Payment, the Administrative Borrower’s Interest Coverage Ratio is greater than or incur any obligation equal to 2.25:1.00; (contingent iii) the Administrative Borrower and each Restricted Subsidiary may declare and make dividend payments or otherwiseother distributions payable solely in preferred, common or subordinated Equity Interests of such Person(s) to do soand the Administrative Borrower may issue common Equity Interests upon conversion of subordinated or preferred Equity Interests; provided that (i1) the Borrowers may not issue any general partnership interests to any Person other than the General Partner and (2) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and (ii) so long as no Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase its such Equity Interests owned by employees issued pursuant to this clause (iii) are not Disqualified Stock; (iv) Restricted Payments may be made in the form of the Borrower or the Subsidiaries or make payments to employees issuance of Equity Interests of the Administrative Borrower or the Subsidiaries upon termination of employment in connection with the cashless exercise of stock options, stock appreciation warrants, conversion and other rights or similar equity incentives or equity-based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,000. (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions tax withholding with respect to any the exercise of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness equity based awards under employee equity incentive compensation programs of the Borrower or Borrowers, the Restricted Subsidiaries, the General Partner and any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) management Affiliate of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.General Partner;

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to declare or make, directly or indirectly, any Restricted Payment (including pursuant to any Synthetic Purchase Agreement); provided, or incur any obligation (contingent or otherwise) to do so; provided however, that (i) any Subsidiary may declare and pay dividends or make other distributions ratably to its equity holders and holders, (ii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefromtherefrom (and provided that, in the case of any direct or indirect distribution to Ultimate Parent, Ultimate Parent owns, beneficially and of record, 100% of the issued and outstanding Equity Interests of Holdings at the time of such distribution), Holdings and the Borrower may (and the Borrower may make distributions to Holdings to enable Holdings to make distributions to Ultimate Parent to enable Ultimate Parent to) repurchase its Equity Interests owned by current or former consultants, officers, directors or employees of Ultimate Parent, Holdings, the Borrower or the Subsidiaries (or their permitted transferees) or make payments to employees of Ultimate Parent, Holdings, the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity-equity based incentives pursuant to management incentive plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $300,000,0003,500,000 in any Annual Reporting Period (it being agreed that such amount shall be increased by the amount of cash proceeds received by Holdings or Ultimate Parent from the sale of Equity Interests of Holdings or Ultimate Parent to such employees after the Closing Date to the extent such proceeds are contributed directly or indirectly to the Borrower as common equity), (iii) the Borrower may make Restricted Payments to Holdings and Holdings may make Restricted Payments to Ultimate Parent (x) in an amount not to exceed $300,000 in any Annual Reporting Period, to the extent necessary to pay general corporate, administrative and overhead expenses incurred by Ultimate Parent or Holdings in the ordinary course of business and (y) in an amount necessary to pay the Tax liabilities of Ultimate Parent or Holdings directly attributable to (or arising as a result of) the operations of the Borrower and the Subsidiaries; provided, however, that (A) the amount of such dividends shall not exceed the amount that the Borrower and the Subsidiaries would be required to pay in respect of Federal, State and local taxes were the Borrower and the Subsidiaries to pay such taxes as stand-alone taxpayers and (B) all Restricted Payments made to Ultimate Parent or Holdings pursuant to this clause (iii) are used by Ultimate Parent or Holdings for the purposes specified herein within 20 days of the receipt thereof, (iv) the Borrower may make any payments or dividends required to be made to effect the Transactions, (v) the Borrower may make noncash repurchases of Equity Interests deemed to occur upon the exercise of options, warrants or other similar rights to the extent that the value thereof represents all or a portion of the exercise price thereof, (vi) Holdings or the Borrower may repurchase Equity Interests of Holdings with the proceeds of a substantially concurrent issuance of Equity Interests of Holdings (provided that (A) in the case of any such repurchase by the Borrower, the proceeds of such issuance of such Equity Interests shall have been actually received by the Borrower (including through a capital contribution of such proceeds by Holdings to the Borrower) and (B) such amount available for such repurchases shall be decreased by (1) the portion of the proceeds of such issuance of Equity Interests required to be used to repay Term Loans pursuant to Section 2.13 of the Term Loan Credit Agreement and (2) the portion of the proceeds of such issuance, if any, used to redeem, repurchase, retire or otherwise acquire subordinated Indebtedness pursuant to Section 6.09(c)), (vii) Holdings, the Borrower or any Subsidiary may pay or make dividends or distributions to any holders of its Equity Interests in the form of additional shares of Equity Interests of the same class, and may exchange one class or type of Equity Interests with shares of another class or type of Equity Interests (other than Disqualified Capital Stock for Equity Interests that are not Disqualified Capital Stock), and (viii) so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom and the Consolidated Leverage Ratio of the Borrower, after giving effect to the making of any Restricted Payment pursuant to this clause (viii) (and the incurrence of any Indebtedness related thereto), is less than 4.50 to 1.00, (A) the Borrower may declare and pay dividends or make other distributions to Holdings to the extent necessary to enable Holdings to retire in full (including accrued and unpaid interest and any prepayment penalties associated therewith) the Existing PIK Notes outstanding on the Closing Date, and (B) Holdings and the Borrower may make additional Restricted Payments in an amount not to exceed the difference between (x) the portion of Excess Cash Flow (as defined in the Term Loan Credit Agreement) not required to be used by the Borrower to repay Term Loans pursuant to Section 2.13 of the Term Loan Credit Agreement (provided that, prior to or contemporaneously with such Restricted Payment, the Borrower shall have made any such required mandatory prepayment) and (y) any amount of such portion of Excess Cash Flow used to make investments in Unrestricted Subsidiaries pursuant to Section 6.15(b). (b) Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdings, the Borrower or any Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets assets, or (ii) the ability of any Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any other Subsidiary or to Guarantee Indebtedness of the Borrower or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions existing on the Closing Date, (B) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, any Term Loan Document, any Senior Note Document or any Hedging Agreement with a counterparty that is the Administrative Agent, a Lender or an Affiliate of any of the foregoing, (CB) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Subsidiary pending such sale; , provided that such restrictions and conditions apply only to the Subsidiary that is to be sold and such sale is permitted hereunder, (C) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement (including Indebtedness permitted pursuant to Section 6.01(e)) if such restrictions or conditions apply only to the property or assets securing such Indebtedness, (D) clause (i) of the foregoing shall not apply to customary provisions in leases, licenses and other contracts restricting the assignment thereof, and (E) clause (i) of the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, (E) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the property or assets securing such Indebtedness and (F) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.