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, however, that: (i) any Company may declare and make Restricted Payments to the Borrower or any wholly owned Subsidiary of the Borrower; (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year of the Borrower; and (x) the Borrower may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Date. (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 any Company to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to any Company or to Guarantee Indebtedness of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company 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), or incur any obligation (contingent or otherwise) to do so; provided, however, that: that (i) any Company Subsidiary may declare and pay dividends or make Restricted Payments other distributions ratably to its equity 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 any wholly owned Subsidiary of the Borrower; (ii) Subsidiaries or make payments to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests employees of the Borrower from directors, officers, employees or members the Subsidiaries upon termination of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases employment in connection with the exercise of stock options options, stock appreciation rights or grant, vesting similar equity incentives or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) equity based incentives pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 management incentive plans or in any fiscal year connection with the death or disability of the Borrower; and (x) the Borrower may make Restricted Payments such employees in an aggregate amount not exceedingto exceed $5,000,000 in any fiscal year, together (B) repurchase, redeem or otherwise refinance the Existing Preferred Stock with the Net Cash Proceeds of (x) any Investments Permitted Subordinated Indebtedness incurred by the Borrower pursuant to Section 6.03(p6.01(h), (y) and repayments of Junior Debt any Indebtedness under a Second Lien Facility incurred by the Borrower pursuant to Section 6.06(b)(iv)6.01(i) or (z) any additional Term Loans made pursuant to (1) Amendment No. 1 and Agreement dated as of November 22, 2006, to the Existing Credit Agreement, among the Borrower, the Subsidiary Guarantors, Bayerische Hypo-und Vereinsbank AG, New York Branch, Credit Suisse, as Administrative Agent, and the Required Lenders or (2) any future amendment to this Agreement that provides for the making of additional Term Loans hereunder or (C) repurchase its common Equity Interests in the open market or otherwise in an aggregate amount not to exceed the sum of net cash proceeds (x) $10,000,000 and (y) the CNI Growth Amount as in effect immediately prior to the time of issuance the making of Qualified Capital Stock actually received by such Restricted Payment; (iii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower from and may pay regularly scheduled cash dividends on any Preferred Equity Interests issued after the Closing DatePrior Restatement Date to the extent the incurrence thereof is permitted pursuant to Section 6.01, 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 Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the Borrower or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document (or any Second Lien Loan Facility Document), (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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 (ED) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquired.

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, however, that: that (i) any Company of Holdco’s Subsidiaries may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary of the Borrower; its equity holders, (ii) beginning on July 1, 2008 and except during a Liquidity Trigger Period, so long as no Default shall have occurred and be continuing or would result therefrom, Holdco may, or may make distributions to the extent constituting Restricted PaymentsHoldings so that Holdings may, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the repurchase its Equity Interests of the Borrower from directorsowned by employees, officers, employees directors or members consultants of management Holdings, Holdco or the Subsidiaries or make payments to employees, officers, directors or consultants of Holdings, Holdco or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases Subsidiaries in connection with the exercise of stock options (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or grantsimilar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death, vesting disability, retirement or delivery termination of such employees in an amount not to exceed $50,000,000 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 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 the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) such additional Equity Interests shall not exceed $2,000,000 in have any fiscal year 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 Borrower; and exercise price of such options or warrants, (vi) Holdco and its Subsidiaries may pay dividends or make other distributions on the Closing Date to consummate the Transactions and (vii) 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 Borrower may make Restricted Payments in an aggregate amount basis of the Borrowing Base Certificate most recently delivered but adjusted to give effect thereto, is not exceeding, together with any Investments pursuant less than the product of (1) the Total Revolving Credit Commitment and (2) 15% and (z) the First Priority Leverage Ratio does not exceed 2.25 to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Date1.00 on a Pro Forma Basis. (b) Enter No Group Member will enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdco or any Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to Holdco or any Company other Subsidiary or to Guarantee Indebtedness of Holdco or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Non-Loan Party Subsidiary permitted to be incurred hereunder, (D) 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 (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquired.

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, however, that: that (i) any Company of Holdco’s Subsidiaries may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary of the Borrower; its equity holders, (ii) beginning on July 1, 2008 and except during a Liquidity Trigger Period, so long as no Default shall have occurred and be continuing or would result therefrom, Holdco may, or may make distributions to the extent constituting Restricted PaymentsHoldings so that Holdings may, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the repurchase its Equity Interests of the Borrower from directorsowned by employees, officers, employees directors or members consultants of management Holdings, Holdco or the Subsidiaries or make payments to employees, officers, directors or consultants of Holdings, Holdco or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases Subsidiaries in connection with the exercise of stock options (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or grantsimilar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death, vesting disability, retirement or delivery termination of such employees in an amount not to exceed $50,000,000 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 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 the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) such additional Equity Interests shall not exceed $2,000,000 in have any fiscal year 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 Borrower; and 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 Borrower may make Restricted Payments in an aggregate amount basis of the Borrowing Base Certificate most recently delivered but adjusted to give effect thereto, is not exceeding, together with any Investments pursuant less than the product of (1) the Total Revolving Credit Commitment and (2) 15% and (z) the First Priority Leverage Ratio does not exceed 2.25 to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Date1.00 on a Pro Forma Basis. (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) restriction on the ability of any Company to create, incur or permit to exist any Lien upon any Subsidiary of its property or assets, or Holdco to: (iii) the ability of any Company (other than the Borrower) to pay dividends or make any other distributions with respect to any of its Equity Interests to any Group Member, (ii) pay any Indebtedness or the ability of other obligations owed to any Company to Group Member, (iii) make or repay any loans or advances to any Company Group Member; or to Guarantee Indebtedness (iv) transfer any of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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, (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement Group Member, in effect at the time a Person becomes a Companyeach case, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquiredexcept 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, however, that: that (i) any Company Subsidiary may declare and pay dividends or make other distributions ratably to its equity 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 to in an aggregate amount after the Borrower or any wholly owned Subsidiary of the Borrower; (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company Restatement Date not to exceed $10,000,000 in 15,000,000, (y) if at the end of any calendar fiscal year, (provided that any amounts not used commencing with the fiscal year ending on or around June 30, 2005, 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 any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar fiscal year in which 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 proceeds are received Restricted Payment, the Leverage Ratio would be less than 3.0 to 1.0 and without limiting any carry over thereof permitted above); or the Senior Leverage Ratio would be less than 1.25 to 1.0 and (2z) constituting repurchases of repurchase its Equity Interests owned by employees of any parent holding company Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower deemed to occur or the Subsidiaries upon termination of employment in connection with the noncash exercise of stock options and warrants options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive awards; plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $8,000,000 in any fiscal year, of which the aggregate amount paid to any one such employee (ivor estate of such employee) shall not exceed $4,000,000, (iii) the Borrower may make Restricted Payments solely 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 form ordinary course of Qualified Capital Stock; 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, make the Existing Holdings Notes Redemption in accordance with Section 6.09(c)(iv)(A), (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividendthe Borrower may, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may make distributions to Holdings so that Holdings may, prepay, repurchase or redeem Existing Holdings Notes or New Holdings Notes in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or accordance with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; Section 6.09(c)(i), (ixvi) the Borrower may make Restricted Payments distributions to Holdings at such times and in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employeesuch amounts, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed exceeding $2,000,000 in 12,000,000 during any fiscal year year, as shall be necessary to permit Holdings to pay, as and when due, cash payments of interest on the New Holdings Notes if at the time thereof and after giving effect thereto (A) no Event of Default or Default shall have occurred and be continuing, (B) the Leverage Ratio would be at least .25 times less than the maximum Leverage Ratio then permitted by Section 6.13 and (C) there are at least $15,000,000 of unused and available Revolving Credit Commitments, and (vii) after the prepayment in full of the Borrower; and (x) Existing Holdings Notes, Holdings may use up to $91,600,000 of the Borrower may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after New Holdings Notes to pay the Closing DateSpecial Dividend. (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 Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations or any refinancing thereof, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the Borrower or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Subsidiary by the terms of any Indebtedness of such Non-Loan Party Foreign Subsidiary permitted to be incurred hereunder, (D) 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, Indebtedness or subject to such lease and (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquired.

Restricted Payments; Restrictive Agreements. (a) Declare or make, or agree to No Loan Party may 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 so; provided, however, that: Payments other than (i) any Company may declare and make Restricted Payments to Distributions declared or made by such Loan Party wholly in the Borrower form of its capital stock or any wholly owned Subsidiary of the Borrower; other Equity Interests, (ii) Distributions by a Loan Party to the extent constituting Restricted Paymentsanother Loan Party, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar yearTax Distributions, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1iv) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting non-cash repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and or warrants or the settlement or vesting of other equity awards if such Equity Interests represent a portion of the exercise price of such options or warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; , (v) any Company may (i) pay cash in lieu the purchase, redemption or other acquisition of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present employees, former employees, directors or former directors of any Company (or permitted transferees of such employees, former employees, directors or former directors) following the death, disability, retirement or termination of employment of any such Person or otherwise pursuant to any employee, management or director equity plan, employee, management or director stock option plan or any other employee, management or director benefit plan or any agreement (including any stock subscription or shareholder agreement) with any employee, director, officer, manager, officer or consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the Company in an aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant not to this Section 6.05(a)(ix) shall not exceed $2,000,000 1,000,000 in any fiscal year of the Borrower; and year, (xvi) the Borrower may make other Restricted Payments in an aggregate amount not exceedingto exceed $3,000,000, together with any Investments pursuant to Section 6.03(por (vii) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the other Restricted Payments in an aggregate amount not to exceed the Available Amount subject to satisfaction of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing DateAvailable Amount Conditions. (b) Enter Borrower will not, and will not permit any Subsidiary to, directly or indirectly enter into, incur or permit to exist any agreement or Restrictive Agreement, other arrangement that prohibits, restricts or imposes than in any condition upon case: (i) this Agreement and the ability of any Company to createother Loan Documents, incur or permit to exist any Lien upon any of its property or assets, or (ii) any Permitted Subordinated Debt in accordance with the ability requirements of any Company (other than the Borrower) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to any Company or to Guarantee Indebtedness of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document“Permitted Subordinated Debt”, (Biii) the foregoing shall not apply to applicable Law, (iv) customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) clause (i) of the foregoing shall not apply to restrictions or conditions imposed by any agreement relating to, and limited to secured Indebtedness the assets subject to, any Disposition permitted by this Agreement if Section 9.4 pending the consummation of such Disposition in effect until consummation of such Disposition, (v) restrictions imposed by agreements governing purchase money Debt, Debt to provide the purchase price or cost of construction of an asset or Capital Lease Obligations and the assets subject thereto (and no other assets), in each case incurred in accordance with Section 9.1(c) and Section 9.2(c), (vi) customary restrictions in leases, subleases, licenses or asset sale agreements otherwise permitted hereby so long as such restrictions or conditions apply only relate solely to the property or assets securing such Indebtednesssubject thereto, (Evii) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the subletting or assignment thereofof any lease governing a leasehold interest, (Fviii) the foregoing shall not apply to customary restrictions on cash provisions restricting assignment or other deposits or net worth required by customers under contracts transfer of any agreement entered into in the ordinary course of business and joint venture agreements any Permitted Lien or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements any document or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in instrument giving any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) Permitted Lien and (Iix) the foregoing shall not apply letters of credit pursuant to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquiredSection 9.1(q).

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, however, that: (i) any Company Subsidiary of Holdings may declare and pay dividends or make other Restricted Payments ratably to its equity holders, (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 Borrower purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of Holdings, or any wholly owned 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 Borrower; (ii) to the extent constituting aggregate Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- Payments made under this clause (iii) any Company may declare and make Restricted Payments: (1) after the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company 2016 Restatement Date do not to exceed $10,000,000 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 amounts not used during any calendar year may be carried over Parent Company, such fees and used in the immediately following calendar year, but expenses shall be deemed for purposes of this clause (A) to be used last 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 immediately following calendar year)Parent Company; and provided further that the such amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect reduce Consolidated Net Income pursuant to the calendar year in which definition of such proceeds are received and without limiting any carry over thereof permitted above); orterm; (2vi) constituting 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 parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]Person; (viii) the Borrower 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 in whole or in part any 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 Borrower in exchange for another class of Equity Interests constituting sold in such Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances Public Offering); provided that both before and after giving effect thereto, (x) no Event of new shares of its Qualified Capital StockDefault shall have occurred and be continuing and (y) Holdings would be in Pro Forma Compliance; (ix) the Borrower Holdings may make Restricted Payments Payments, in an aggregate amount equal not to withholding or similar taxes payable or expected to be payable by any present or former employeeexceed the Available Amount, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount both before and after giving effect thereto, (x) no Event of Restricted Payments Default shall have occurred and be continuing and (other than deemed repurchases made for no valuey) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 Holdings would be in any fiscal year of the Borrower; andPro Forma Compliance; (x) the Borrower Holdings or any Subsidiary may make Restricted Payments in an aggregate amount not exceedingto exceed $90,000,000; (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 any Investments the aggregate principal amount of Indebtedness paid, redeemed or otherwise acquired for value pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv6.09(c)(ii), not to exceed the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Date.Excluded Contributions; and (bxiv) Enter into, incur Holdings or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of any Company to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to Subsidiary may make or repay loans or advances to any Company or to Guarantee Indebtedness of any Companyunlimited Restricted Payments; provided that (Ax) both before and after giving effect thereto, no Event of Default shall have occurred and be continuing and (y) the foregoing Total Leverage Ratio, calculated on a Pro Forma Basis, shall not apply exceed 4.25 to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquired1.0.

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, however, that: that (i) any Company may Holdings may, provided that no Default or Event of Default has occurred and is continuing, declare and make Restricted Payments pay dividends or other distributions to the Borrower or any wholly owned Subsidiary holders of the Borrower;its Equity (iiA) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company in an aggregate amount not to exceed $10,000,000 in any calendar yearif after giving effect to such payment or repurchase, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts covenants set forth in this clause 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 be further increased by declare and pay dividends or make other distributions ratably (or in a manner more favorable to the proceeds of any key man life insurance received by Borrower or the Loan Parties Parties) to its equity holders, (solely with respect 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 the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Holdings so that Holdings may, repurchase its Equity Interests owned by employees of any parent holding company Holdings, the Borrower or the Subsidiaries or make payments to employees of Holdings, the Borrower deemed to occur or the Subsidiaries upon termination of employment in connection with the noncash exercise of stock options and warrants options, stock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive awards; plans or in connection with the death or disability of such employees in an aggregate amount not to exceed $5,000,000 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 solely 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 form ordinary course of Qualified Capital Stock; 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 Company may (i) pay cash in lieu of fractional shares fiscal year to their directors, officers or employees in connection with any dividenddirectors’ qualifying shares, split incentive shares, management or combination of its Equity Interests employee compensation, stock option or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make other benefit plans permitted hereunder, including non-cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the to occur upon exercise of stock options or grant, vesting or delivery of any if such Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year Interests represent a portion of the Borrower; and (x) the Borrower may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments purchase price of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Datesuch 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 Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) Subsidiary or Joint Venture to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the Borrower or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law law, by the HPUC Decision and Order or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Subsidiary by the terms of any Indebtedness of such Non-Loan Party Foreign Subsidiary permitted to be incurred hereunder, (D) 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 (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company 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), or incur any obligation (contingent or otherwise) to do so; provided, however, that: (i) any Company Subsidiary of Holdings may declare and pay dividends or make other Restricted Payments ratably to its equity 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 [[5517420]] #93623000v7 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 Borrower purchase, repurchase, retirement, defeasance, redemption or other acquisition for value of Equity Interests of Holdings, or any wholly owned 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 Borrower; (ii) to the extent constituting aggregate Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- Payments made under this clause (iii) any Company may declare and make Restricted Payments: (1) after the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company 2016 Restatement Date do not to exceed $10,000,000 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 amounts not used during any calendar year may be carried over Parent Company, such fees and used in the immediately following calendar year, but expenses shall be deemed for purposes of this clause (A) to be used last 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 immediately following calendar year)Parent Company; and provided further that the such amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect reduce Consolidated Net Income pursuant to the calendar year in which definition of such proceeds are received and without limiting any carry over thereof permitted above); orterm; (2vi) constituting 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; [[5517420]] #93623000v7 (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 parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]Person; (viii) the Borrower 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 in whole or in part any 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 Borrower in exchange for another class of Equity Interests constituting sold in such Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances Public Offering); provided that both before and after giving effect thereto, (x) no Event of new shares of its Qualified Capital StockDefault shall have occurred and be continuing and (y) Holdings would be in Pro Forma Compliance; (ix) the Borrower Holdings may make Restricted Payments Payments, in an aggregate amount equal not to withholding or similar taxes payable or expected to be payable by any present or former employeeexceed the Available Amount, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount both before and after giving effect thereto, (x) no Event of Restricted Payments Default shall have occurred and be continuing and (other than deemed repurchases made for no valuey) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 Holdings would be in any fiscal year of the Borrower; andPro Forma Compliance; (x) the Borrower Holdings or any Subsidiary may make Restricted Payments in an aggregate amount not exceedingto exceed $90,000,000; (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 any Investments the aggregate principal amount of Indebtedness paid, redeemed or otherwise acquired for value pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv6.09(c)(ii), not to exceed the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from 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 Closing DateTotal 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 Holdings or any Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Bank Obligations, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to Holdings or any Company Subsidiary or to Guarantee Indebtedness of Holdings or any Company; provided that Subsidiary, except in each case for such encumbrances or restrictions existing under or by reason of: [[5517420]] #93623000v7 (A) contractual encumbrances or restrictions in effect on the foregoing shall not apply to restrictions 2016 Restatement Date and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, 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 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 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 Documents, the Senior Secured Note Documents with respect to the Senior Secured Notes described in clauses (a), (b), (c), (d) or (e) of the 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; [[5517420]] #93623000v7 (K) any customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, any Permitted Receivables Financing; provided such restrictions and conditions apply only solely to the Company that is to be sold and such sale is permitted hereunder, (CA) 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 Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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 such restrictions or conditions apply only to the property or assets securing such Indebtedness, (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation combination of such Asset Sale clauses (or including in part under one clause and in part under any other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquiredclause).

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, however, that: that (i) any Company after the Exit Facility Conversion Date, Holdings may declare and repurchase, or may pay cash dividends or distributions with respect to its Equity Interests so that one or more of its parent holding companies (if any) may repurchase, its own Equity Interests owned by present or former officers or employees of Holdings or the Restricted Subsidiaries or make payments to present or former officers or employees of 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 based incentives pursuant to management incentive plans or in connection with the death or disability, retirement or termination of employment of such present or former officers or employees; provided, that the aggregate amount of such Restricted Payments to the Borrower or any wholly owned Subsidiary of the Borrower; under this clause (iii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does shall not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (year $2,000,000; provided that any amounts not used during unused amount in any calendar year may be carried over forward into any succeeding calendar year (plus the amount of net proceeds received by Holdings during such calendar year from Employee Equity Sales and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the amount of net proceeds of any key man life insurance received by the Loan Parties (solely with respect to the during such calendar year in which such proceeds are received and without limiting any carry over thereof permitted aboveyear); or and provided further, that the aggregate amount of such purchases or redemptions that may be made pursuant to this clause (2i) constituting 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 of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any warrants if such Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year Interests represent a portion of the Borrowerexercise price of such options or warrants; and (xiii) the Borrower 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 an aggregate amount not exceedingthe case of non wholly owned Restricted Subsidiaries, together with to Holdings or any Investments pursuant Restricted Subsidiary that is a direct or indirect parent of such Restricted Subsidiary and to Section 6.03(peach 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; and repayments of Junior Debt pursuant to Section 6.06(b)(iv)(iv) after the Exit Facility Conversion Date, Restricted Payments may be made at any time when, on a pro forma basis after giving effect thereto, the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing DatePayment 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 Holdings, or any Company Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) Restricted Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to Holdings or any Company Restricted Subsidiary or to Guarantee Indebtedness of Holdings or any CompanyRestricted Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by law, any Loan Document Document, agreement governing any Indebtedness permitted under Section 6.01(a) or any Second Lien (g) or to the extent such restrictions and conditions do not contravene the Loan DocumentDocuments, under Section 6.01(m), (n) (with respect to Restricted Subsidiaries that are not Loan Parties), (o) or (p), (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 Company Restricted Subsidiary pending such sale, ; provided such restrictions and conditions apply only to the Company Restricted Subsidiary that is or such assets that are to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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, (ED) 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, and (F) the foregoing shall not apply to customary restrictions on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquiredNot for Profit Subsidiary.

Restricted Payments; Restrictive Agreements. (a) Declare Directly or makeindirectly (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s or any of its Restricted Subsidiaries’ Equity Interests (including any payment in connection with any merger or consolidation involving the Company or any of its Restricted Subsidiaries) or to the direct or indirect holders of the Company’s or any of its Restricted Subsidiaries’ Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of the Company or to the Company or a Restricted Subsidiary); (ii) purchase, redeem or otherwise acquire or retire for value (including in connection with any merger or consolidation involving the Company) any Equity Interests of the Company or any direct or indirect parent of the Company (other than any such Equity Interests owned by the Company or any Restricted Subsidiary); (iii) make any payment on or with respect to, or agree to declare purchase, redeem, defease or makeotherwise acquire or retire for value any Indebtedness of the Company or any Subsidiary Guarantor (excluding any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries), directly except (v) a payment, purchase, redemption, defeasance, acquisition or indirectlyretirement of any subordinated Indebtedness (excluding the Senior Notes, any Additional Notes and any Permitted Second Priority Secured Indebtedness) in anticipation of satisfying a sinking fund obligation, principal installment or payment at final maturity, in each case due within one year of the date of payment, purchase, redemption, defeasance, acquisition or retirement, (w) a payment of interest, fees or principal at the Stated Maturity thereof, (x) a payment of the Indebtedness created hereunder, (y) refinancings of Indebtedness permitted by Section 6.01 and (z) the payment of secured Indebtedness that becomes due as a result of the voluntary sale or transfer of, or a Recovery Event with respect to, the property or assets securing such Indebtedness; or (iv) make any Restricted Investment (all such payments and other actions set forth in these clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment (including A) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and (B) the Company would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to any Synthetic Purchase Agreementthe Fixed Charge Coverage Ratio test set forth in Section 6.01(a); and (C) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Company and its Restricted Subsidiaries since the Closing Date (excluding (1) Restricted Payments permitted by clauses (ii), (iii), (iv), (vi), (vii), (viii), (ix) and (x) of paragraph (b) below and (2) the repurchase or incur redemption of Senior Notes in an amount not to exceed $375,000,000 with the proceeds of the issuance of the Preferred Stock), is less than the sum, without duplication, of (w) 50% of the Consolidated Net Income of the Company for the period (taken as one accounting period) from the beginning of the first fiscal quarter commencing after the Closing Date to the end of the Company’s most recently ended fiscal quarter for which financial statements are publicly available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (x) 100% of the aggregate net cash proceeds received by the Company since the Closing Date as a contribution to its common equity capital or from the issue or sale of Equity Interests of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary), plus (y) 100% of the aggregate net cash proceeds received upon the sale or other disposition of any obligation Investment (contingent other than a Permitted Investment) made since the Closing Date; plus the net reduction in Investments (other than Permitted Investments) in any Person resulting from dividends, repayments of loans or otherwiseadvances or other transfers of assets subsequent to the Closing Date, in each case to the Company or any Restricted Subsidiary from such Person; plus to the extent that the ability to make Restricted Payments was reduced as the result of the designation of an Unrestricted Subsidiary, the portion (proportionate to the Company’s Equity Interest in such Subsidiary) to do soof the Fair Market Value of the net assets of such Unrestricted Subsidiary at the time such Unrestricted Subsidiary is redesignated, or liquidated or merged into, a Restricted Subsidiary; provided, howeverin each case under this clause (y), thatthat the foregoing may not exceed, in the aggregate, the amount of all Investments which previously reduced the ability to make Restricted Payments, plus (z) 50% of any dividends received by the C ompany or a Restricted Subsidiary that is a Subsidiary Guarantor after the Closing Date from an Unrestricted Subsidiary, to the extent that such dividends were not otherwise included in Consolidated Net Income of the Company for such period. (b) The provisions of Section 6.05(a) will not prohibit: (i) any Company may declare and make Restricted Payments to the Borrower or any wholly owned Subsidiary of the Borrower; (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions any dividend within 60 days after the date of declaration thereofof the dividend, if at the date of declaration of such payment, such the dividend payment would have complied with the other provisions of this Agreement; (ii) so long as no Default has occurred and is continuing or would be caused thereby, the making of any Restricted Payment in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Subsidiary) of, Equity Interests of the Company (other than Disqualified Stock) or from the contribution of common equity capital to the Company; provided that the amount of any such net cash proceeds that are utilized for any such Restricted Payment will be excluded from clause (C) (x) of Section 6.056.05(a); (iii) so long as no Default has occurred and is continuing or would be caused thereby, the defeasance, redemption, repurchase or other acquisition of Indebtedness of the Company or any Subsidiary Guarantor with the net cash proceeds from a substantially concurrent incurrence of Permitted Refinancing Indebtedness; (iv) the payment of any dividend (or, in the case of any partnership or limited liability company, any similar distribution) by a Restricted Subsidiary to the holders of its Equity Interests on a pro rata basis; (v) so long as no Default has occurred and is continuing or would be caused thereby, (A) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of the Company or any Restricted Subsidiary held by any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries pursuant to any equity subscription agreement, stock option agreement, severance agreement, shareholders’ agreement or similar agreement, employee benefit plan or (B) the cancellation of Indebtedness owing to the Company or any of its Restricted Subsidiaries from any current or former officer, director or employee of the Company or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company or any of its Restricted Subsidiaries; provided that the aggregate price paid for the actions in clause (A) may not exceed $1,000,000 in any twelve-month period and $5,000,000 in the aggregate since the Closing Date; provided, further that (x) such amount in any calendar year may be increased by the cash proceeds of “key man” life insurance policies received by the Company and its Restricted Subsidiaries after the Closing Date less any amount previously applied to the making of Restricted Payments pursuant to this clause (v) and (y) cancellation of the Indebtedness owing to the Company from employees, officers, directors and consultants of the Company or any of its Restricted Subsidiaries in connection with a repurchase of Equity Interests of the Company from such Persons shall be permitted under this clause (v) as if it were a repurchase, redemption, acquisition or retirement for value subject hereto; (vi) the repurchase of Equity Interests in connection with the exercise of stock options to the extent such Equity Interests represent a portion of the exercise price of those stock options; (vii) [reserved]so long as no Default has occurred and is continuing or would be caused thereby, the declaration and payment of regularly scheduled or accrued dividends to holders of any class or series of Disqualified Stock of the Company or any Restricted Subsidiary issued on or after the Closing Date in accordance with the terms of this Agreement; (viii) payments, not to exceed $2,000,000 in the Borrower may redeem in whole or in part any Equity Interests aggregate since the Closing Date, to holders of the Borrower in exchange for another class of Equity Interests constituting Qualified Company’s Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances in lieu of new the issuance of fractional shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year consummation of the Borrower; andRefinancing Transactions and the transactions specifically provided for in the NRG Plan as in effect on the Closing Date; (x) the Borrower may make purchase, redemption, acquisition, cancellation or other retirement for a nominal value per right of any rights granted to all the holders of Capital Stock of the Company pursuant to any shareholders’ rights plan adopted for the purpose of protecting shareholders from unfair takeover tactics; provided that any such purchase, redemption, acquisition, cancellation or other retirement of such rights is not for the purpose of evading the limitations of this covenant (all as determined in good faith by the Board of Directors of the Company); and (xi) so long as no Default has occurred and is continuing or would be caused thereby, other Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after exceed $50,000,000 since the Closing Date. The amount of all Restricted Payments (other than cash) will be the Fair Market Value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by the Company or such Restricted Subsidiary, as the case may be, pursuant to the Restricted Payment. The Fair Market Value of any assets or securities that are required to be valued by this Section 6.05 will be determined by the Board of Directors of the Company whose resolution with respect thereto shall be delivered to the Administrative Agent. The Board of Directors’ determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the Fair Market Value exceeds $35,000,000. (bc) 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 Company or any Company Restricted Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to any Company or to Guarantee Indebtedness of any Company; provided that (A) the foregoing shall not apply to (i) restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (ii) restrictions or conditions imposed by (A) the Senior Note Documents as in effect on the Closing Date and (B) the foregoing shall not apply loan documentation with respect to any Revolver Refinancing Indebtedness (provided that such restrictions and conditions are substantially the same as those contained herein), (iii) customary restrictions and conditions contained in agreements relating to the sale of a Company Restricted Subsidiary or asset pending such sale, provided such restrictions and conditions apply only to the Company Restricted Subsidiary or asset that is to be sold and such sale is permitted hereunder, (Civ) the foregoing shall not apply to restrictions and conditions imposed on any Non-Restricted Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Non-Loan Party Restricted Subsidiary permitted to be incurred hereunder, (Dv) clause (i) of restrictions or conditions existing on the foregoing Closing Date, but shall not apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition in any material respect, (vi) 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, (Evii) clause restrictions or conditions imposed by any agreement relating to any Indebtedness incurred by a Restricted Subsidiary prior to the date on which such Restricted Subsidiary was acquired by the Company or another Restricted Subsidiary (iprovided that such restriction or condition is not created in contemplation of or in connection with such Person becoming a Restricted Subsidiary), but shall apply to any extension or renewal of, or any amendment or modification expanding the scope of, any such restriction or condition in any material respect, (viii) of the foregoing customary provisions in joint venture, stockholder or partnership agreements or organizational documents relating to joint ventures or partnerships (provided that such restrictions shall not apply to any assets that are, or but for such restrictions would be, Collateral) and (ix) customary provisions in leases and other contracts (other than any such lease or contract that is a Material Contract) restricting the assignment thereofthereof (whether for collateral purposes or otherwise). (d) Directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to (Fi) pay dividends or make any other distributions on its Capital Stock to the foregoing shall Company or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any Indebtedness owed to the Company or any of its Restricted Subsidiaries; (ii) make loans or advances to the Company or any of its Restricted Subsidiaries; or (iii) transfer any of its properties or assets to the Company or any of its Restricted Subsidiaries. The restrictions in this Section 6.05(d) will not apply to encumbrances or restrictions existing under or by reason of: (A) agreements governing Existing Indebtedness and the Senior Notes as in effect on the Closing Date and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that such amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on the Closing Date; (B) any Loan Document and the loan documentation with respect to any Revolver Refinancing Indebtedness (provided that such restrictions and conditions are substantially the same as those contained herein); (C) applicable law, rule, regulation or order; (D) customary restrictions on cash or other deposits or net worth required by customers under contracts non-assignment provisions in contracts, agreements, leases, permits and licenses entered into in the ordinary course of business; (E) purchase money obligations for property acquired in the ordinary course of business and joint venture agreements Capital Lease Obligations that impose restrictions on the property purchased or other similar arrangements if such provisions apply only to leased of the Person nature described in clause (and the equity interests in such Personiii) that is the subject thereof, of this Section 6.05(d) above; (GF) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (for the sale or other disposition of assets) permitted under this Agreement a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending the consummation of such Asset Sale (sale or other disposition disposition; (G) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are not materially more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (H) Liens permitted to be incurred under the provisions of assets) and Section 6.02 that limit the right of the debtor to dispose of the assets subject to such Liens; (I) provisions limiting the foregoing shall not apply to any agreement disposition or distribution of assets or property in effect at the time a Person becomes a Companyjoint venture agreements, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Partyasset sale agreements, other than the Company or the property or assets of the Company so acquired.sale-leaseback

Restricted Payments; Restrictive Agreements. (a) Declare The Borrower shall not, and shall not permit any Subsidiary 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, however, that: (i) any Company Subsidiary may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary of the Borrowerits equity holders; (ii) to so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the extent constituting Restricted PaymentsBorrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) of the Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any Company may take actions expressly permitted of the foregoing persons (including any voting trust or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit of the foregoing persons and their heirs), pursuant to and in accordance with an option, appreciation right or similar equity incentive or equity based incentive or management incentive plan, in each case, approved by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: the Borrower’s Board of Directors, or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the proceeds aggregate amount of which will be used to repurchasedistributions, retire payments, redemptions, repurchases, retirements or otherwise acquire the Equity Interests other acquisitions for value of the Borrower from directorsIndebtedness made in such fiscal year in accordance with Section 6.09(c), officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar fiscal year (plus, starting with the 2015 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any amounts not used during any calendar year may payments in respect of such promissory notes or other obligations shall only be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this permitted if allowed under preceding sub-clause (1) or Section 6.09(c)); provided that the aggregate amount that may be further paid pursuant to this clause (ii) shall be increased by an amount not to exceed the cash proceeds of any key man life insurance policies received by the Loan Parties (solely with respect to Borrower or any of the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); orSubsidiaries after the Closing Date; (2iii) constituting repurchases of the Borrower may purchase, repurchase, defease, acquire or retire for value Equity Interests of any parent holding company of the Borrower deemed to occur upon the noncash exercise of stock options and or options, warrants or similar equity incentive awardsother rights to acquire such Equity Interests solely in exchange for, or out of the proceeds of the substantially concurrent sale of Qualified Capital Stock of the Borrower or options, warrants or other rights to acquire such Qualified Capital Stock (so long as the cash proceeds received from such sale do not increase the Available Amount); (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash payments in lieu of the issuance of fractional shares in connection with any dividendthe exercise of warrants, split options or combination of its other securities convertible into or exchangeable for Equity Interests of the Borrower (including the Existing Convertible Notes); (v) the Borrower may make repurchases of capital stock of the Borrower deemed to occur upon the exercise of options, warrants or any Permitted Acquisition (other rights to acquire capital stock of the Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversionrights; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied Borrower may make any Restricted Payment required in connection with the other provisions liquidation, unwinding or settlement of this Section 6.05;the Existing Convertible Note ▇▇▇▇▇▇; and (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year of the Borrower; and (x) the Borrower may make additional Restricted Payments in an aggregate amount not exceedingto exceed the Available Amount as in effect immediately before the respective Restricted Payment, together with any Investments pursuant so long as (x) no Default or Event of Default has occurred and is continuing prior to or after giving effect to such Restricted Payment and (y) the Total Leverage Ratio as of the most recently completed period of four consecutive fiscal quarters ending prior to such Restricted Payment for which the financial statements and certificate required by Section 6.03(p5.04(a) and repayments of Junior Debt pursuant to Section 6.06(b)(ivor 5.04(b), as the aggregate amount case may be, and 5.04(c) have been delivered shall be less than the lesser of net cash proceeds of issuance of Qualified Capital Stock actually received by (A) 5.25:1.00 and (B) the Borrower from and applicable covenant level set forth in Section 6.11 (whether or not then in effect), in each case, on a Pro Forma Basis after the Closing Dategiving effect to such Restricted Payment. (b) Enter The Borrower shall not, and shall not permit any Subsidiary 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 the Borrower or any Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the Borrower or any Companyother Subsidiary; provided that (A) the foregoing such restrictions shall not apply to restrictions and conditions imposed by law law, regulation or contractual undertaking with any Governmental Authority or by any Loan Document or any Second Lien Loan Document, (B) the foregoing such restrictions shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) clause (i) of the foregoing above 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, (ED) clause (i) of the foregoing above shall not apply to customary provisions in leases leases, licenses (including licenses of Intellectual Property granted to or obtained by the Borrower or any Subsidiary) and other contracts restricting the sale, licensing or other assignment thereof, (FE) the foregoing such restrictions shall not apply to customary restrictions on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (GF) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing such restrictions shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or any other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or any other disposition of assets), (G) and (I) the foregoing such restrictions shall not apply to any agreement in effect at the time a Person becomes a CompanySubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and Subsidiary, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company Subsidiary or the property or assets of the Company Subsidiary, so acquired, (H) such restrictions shall not apply to any restrictions and conditions imposed by the Senior Unsecured Notes Documents, any Additional Unsecured Debt Documents or any Permitted Refinancing Indebtedness in respect of the Existing Convertible Notes and (I) to the extent not permitted pursuant to the preceding clauses (A) through (H), such restrictions shall not apply in connection with customary restrictions that arise in connection with any Lien permitted pursuant to Sections 6.02 (c), (g), (l) and (v) so long as such restrictions apply only to the property subject to such Liens.

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, however, that: (i) any Company may declare and make Restricted Payments to the Borrower or any wholly owned Subsidiary of the Borrower; (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42-and (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 11,500,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 2,300,000 in any fiscal year of the Borrower; and (x) the Borrower may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv6.06(b)(iii), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Date. (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 any Company to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to any Company or to Guarantee Indebtedness of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company 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), or incur any obligation (contingent or otherwise) to do so; provided, however, that: that (i) any Company Subsidiary may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary its equity holders of the Borrower; a given class, (ii) to so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Parent Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of repurchase its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request owned by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests employees of the Parent Borrower in exchange for another class or the Subsidiaries or make payments to employees of Equity Interests constituting Qualified Capital Stock the Parent Borrower or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances the Subsidiaries upon termination of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases employment in connection with the exercise of stock options options, stock appreciation rights or grant, vesting similar equity incentives or delivery equity based incentives pursuant to management incentive plans or in connection with the death or disability of any Equity Interests; provided that the such employees in an aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant not to this Section 6.05(a)(ix) shall not exceed $2,000,000 U.S.$10,000,000 in any fiscal year and (iii) at any time on or after January 1, 2018, so long as (A) no Event of Default or Default shall have occurred and be continuing or result therefrom, (B) at least U.S.$25,000,000 of the Borrower; and Revolving Commitments is unused and available after giving effect to such Restricted Payment, (xC) the Parent Borrower would (1) be in compliance with the covenants set forth in Sections 6.10 and (2) have a Total Leverage Ratio less than 3.50:1.00, in each case as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect (using the criteria therefor described in Section 6.04(i)) to such transaction and to any other event occurring during or 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, the Parent Borrower may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Dateamount. (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 Parent Borrower or any Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of a Collateral Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Parent Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the Parent Borrower or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Subsidiary (other than any Canadian Subsidiary, the Australian Borrower or any Australian Subsidiary) by the terms of any Indebtedness of such Non-Loan Party Foreign Subsidiary permitted to be incurred hereunder, (D) 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 (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company 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), or incur any obligation (contingent or otherwise) to do so; provided, however, that: (i) any Company may declare and make Restricted Payments to Borrower (and, in the case of a Restricted Payment by a Subsidiary of Borrower or any that is not a wholly owned Subsidiary of the Borrower, to such Company and to each other owner of Equity Interests of such Company based on their relative ownership interests); (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42-; (iii) any Company may declare and make Restricted Payments: (1) [reserved]; (2) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower (or to make a Restricted Payment to or an Investment in a Parent Holding Company to enable it or another Parent Holding Company to repurchase, retire or otherwise acquire its Equity Interest) from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of the Borrower or any Parent Holding Company not to exceed $10,000,000 in any calendar yearyear (in each case, (provided that any unused or unutilized amounts not used during at the end of any calendar year may be being carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following subsequent calendar year); provided further that the amounts set forth in this clause (1iii)(2) may be further increased by the proceeds of any key key-man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry carry-over thereof permitted above); (3) the proceeds of which are applied to the purchase or other acquisition by any Parent Holding Company of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or more than 50% of the Equity Interests in a Person; or provided that if such purchase or other acquisition had been made by the Borrower or any Subsidiary, it would have constituted an Permitted Acquisition permitted to be made pursuant to Section 6.03(h); provided that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) any Parent Holding Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the Borrower or any Subsidiary Guarantor (or other Subsidiary to the extent permitted by Section 6.03(h)) or (2) constituting the merger (to the extent permitted in Section 6.05(a)) into the Borrower or any Subsidiary Guarantor (or to the extent permitted, other Subsidiary) formed or acquired in order to consummate such purchaser or other acquisition; (4) repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (5) (A) with respect to any taxable period ending after the Closing Date for which RCAP Holdings is treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to RCAP Holdings’ equity owners in an aggregate amount equal to the product of (x) the taxable income of RCAP Holdings for such taxable period, reduced by any cumulative net taxable loss with respect to all prior taxable periods ending after the Closing Date (determined as if all such taxable periods were one taxable period) to the extent such cumulative net taxable loss would have been deductible by the equity owners against such taxable income if such loss had been incurred in the taxable period in question (assuming that the equity owners have no items of income, gain, loss, deduction or credit other than through RCAP Holdings) and (y) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual resident in New York, New York for such taxable period (taking into account the character of the taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitation thereon)); provided that distributions otherwise permitted under this clause (A) in respect of the taxable period beginning prior to the Closing Date shall be reduced by the amount of estimated tax payments that should have been made by the equity owners of RCAP Holdings prior to the Closing Date (based on the assumptions used in this clause (A)), and (B) with respect to any taxable period ending before the Closing Date for which RCAP Holdings was treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to RCAP Holdings’ equity owners in an aggregate amount equal to the product of (x) any additional taxable income for such taxable period resulting from a tax audit adjustment made after the Closing Date and (y) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual resident in New York, New York for such taxable period (taking into account the character of the additional taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitations thereon)) plus any penalties, additions to tax or interest that may be imposed as a result of such audit adjustment; and (6) (A) with respect to any taxable period ending after the Closing Date for which RCS Management is treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to RCS Management’s equity owners in an aggregate amount equal to the product of (x) the taxable income of RCS Management for such taxable period, reduced by any cumulative net taxable loss with respect to all prior taxable periods ending after the Closing Date (determined as if all such taxable periods were one taxable period) to the extent such cumulative net taxable loss would have been deductible by the equity owners against such taxable income if such loss had been incurred in the taxable period in question (assuming that the equity owners have no items of income, gain, loss, deduction or credit other than through RCS Management) and (y) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual resident in New York, New York for such taxable period (taking into account the character of the taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitation thereon)); provided that distributions otherwise permitted under this clause (A) in respect of the taxable period beginning prior to the Closing Date shall be reduced by the amount of estimated tax payments that should have been made by the equity owners of RCS Management prior to the Closing Date (based on the assumptions used in this clause (A)), and (B) with respect to any taxable period ending before the Closing Date for which RCS Management was treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to RCS Management’s equity owners in an aggregate amount equal to the product of (x) any additional taxable income for such taxable period resulting from a tax audit adjustment made after the Closing Date and (y) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual resident in New York, New York for such taxable period (taking into account the character of the additional taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitations thereon)) plus any penalties, additions to tax or interest that may be imposed as a result of such audit adjustment. (iv) in addition to the Restricted Payments otherwise permitted under this Section 6.05, the Companies may declare and make additional Restricted Payments in an aggregate amount not to exceed (A) $10,000,000, plus (B) an amount equal to the portion, if any, of the Available Amount on the date of such election that the Borrower may make elects to apply to this Section 6.05(a)(iv)(B), plus (C) an amount (which, for purposes of this clause (C), shall not be less than zero) equal to the portion, if any, of the Cumulative Retained Equity Amount on the date of such election that the Borrower elects to apply to this Section 6.05(a)(iv)(C); provided that, in the case of clauses (B) and (C) of this Section 6.05(a)(iv), (1) immediately after giving effect to any such Restricted Payment, no Default or Event Default shall be continuing and (2) immediately after giving effect to any such Restricted Payment, the Borrower shall be in compliance on a Pro Forma Basis with a maximum Secured Leverage Ratio of (x) with respect to Restricted Payments solely in to a Company or any Affiliate of a Company, 1.00:1.00 or (y) with respect to Restricted Payments to a Person that is not a Company or any Affiliate of a Company, 1.25:1.00, such compliance to be determined on the form basis of Qualified Capital Stockthe financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) or (b) as though such Restricted Payment had been made as of the first day of the applicable four fiscal quarter period covered thereby; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) or Pending Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]other Restricted Payments in an aggregate amount not to exceed the Pre-Closing Retained Earnings Amount; provided that (a) no Event of Default shall have occurred and be continuing or would result therefrom and (b) on a Pro Forma Basis after giving effect to each such Restricted Payment made pursuant to this Section 6.05(a)(vii), the Secured Leverage Ratio shall not be greater than 2.75:1.00 (and the Borrower shall have provided to the Administrative Agent a certificate in reasonable detail as to the calculation of such Secured Leverage Ratio); (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock Interest or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital StockEquity Interests; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests of the Borrower are no more adverse (taken as a whole) to the Lenders than those contained in the Equity Interests redeemed thereby; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year of the Borrower; (x) RCAP Holdings and RCS Management may make Restricted Payments with the Net Cash Proceeds received by such Company of any sale of Qualified Capital Stock of the Borrower pursuant to clause (b)(xiii) of the definition of “Asset Sale”; (xi) the applicable Company may make the Restricted Payments set forth on Schedule 6.05 to each Person listed under such Company’s name in such Schedule in the amount and during the period listed opposite such Person on such Schedule; (xii) to the extent that either RCAP Holdings or RCS Management has received a Restricted Payment from the Borrower pursuant to Section 6.05(a)(iv) or (a)(vii) (or (a)(vi) to the extent such Restricted Payment would have complied with (a)(iv) or (a)(vii) upon the date of declaration thereof), RCAP Holdings or RCS Management may make Restricted Payments with the proceeds of the Restricted Payment so received from the Borrower pursuant to such Sections; and (xxiii) (A) the Borrower payments referred to in Section 6.09(l) may be made, and (B) Restricted Payments of the fees received by RCS Management pursuant to such Section 6.09(l) may be made; provided that with respect to this clause (B), on a Pro Forma Basis for the most recent Test Period, after giving effect to such Restricted Payments the Companies will be in compliance with the covenants set forth in Section 6.07. Notwithstanding the foregoing, no Company nor any Subsidiary of any Company (other than First Allied and its Subsidiaries) may make a Restricted Payments in an aggregate amount not exceeding, together with Payment to First Allied or any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), its Subsidiaries until such time as the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing DateFirst Allied Repayment shall have occurred. (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 any Company to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borroweran RCS Company) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to any Company or to Guarantee Indebtedness of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document or any “Loan Document” (or comparable term) under any Credit Agreement Refinancing Indebtedness or the Luxor Convertible Notes, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Company by the terms of any Indebtedness of such Non-Loan Party Foreign Company permitted to be incurred hereunder, (D) 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) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquired.di

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, however, however that: (i) any Company may declare and make Restricted Payments to the Borrower or any wholly owned Subsidiary of the Borrower;Reserved (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viiix) the Borrower may redeem in whole or in part any of their respective Equity Interests of the Borrower in exchange (other than Disqualified Equity Interests) for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire their respective Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares Equity Interests, provided that any terms and provisions material to the interests of its Qualified Capital Stockthe Lenders contained in such other class of Equity Interests are no less advantageous in any material respect to the Lenders as those contained in the Equity Interests redeemed thereby or (y) the Borrower may declare and make dividend payments or other distributions in each case to Loan Parties payable solely in the Equity Interests of such Person; (iii) Restricted Payments made on the Scheme Effective Date or the Initial Funding Date, in each case in order to consummate the Transactions; (iv) reserved; (v) cashless repurchases of Equity Interests in the Borrower 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) reserved; (vii) reserved; (viii) reserved; (ix) the Borrower may make reserved (x) reserved; (xi) reserved; (xii) other Restricted Payments in an amount equal not to withholding exceed $5,000,000; provided, that if any of the Borrower’s action or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases event meets the criteria of Equity Interests in consideration more than one of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount types of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 described in any fiscal year of the Borrower; and (x) clauses above, the Borrower in its sole discretion may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Date. (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 any Company to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to any Company or to Guarantee Indebtedness of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person classify (and the equity interests reclassify) such action or event in one or more clauses (including in part under one such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions clause and in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted part under this Agreement pending the consummation of another such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquiredclause).

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, however, that: that (i) any Company of Holdco’s Subsidiaries may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary of the Borrower; its equity holders, (ii) so long as no Default shall have occurred and be continuing or would result therefrom, Holdco may, or may make distributions to the extent constituting Restricted PaymentsHoldings so that Holdings may, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the repurchase its Equity Interests of the Borrower from directorsowned by employees, officers, employees directors or members consultants of management Holdings, Holdco or the Subsidiaries or make payments to employees, officers, directors or consultants of Holdings, Holdco or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases Subsidiaries in connection with the exercise of stock options (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or grantsimilar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death, vesting disability, retirement or delivery termination of such employees in an amount not to exceed $65,000,000 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, $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 the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) such additional Equity Interests shall not exceed $2,000,000 in have any fiscal year 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 Borrower; and 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 exceeding, together with any Investments pursuant exceed the Applicable Amount as in effect immediately prior to Section 6.03(p) and repayments the time of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount making of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Datesuch 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) restriction on the ability of any Company to create, incur or permit to exist any Lien upon any Subsidiary of its property or assets, or Holdco to: (iii) the ability of any Company (other than the Borrower) to pay dividends or make any other distributions with respect to any of its Equity Interests to any Group Member, (ii) pay any Indebtedness or the ability of other obligations owed to any Company to Group Member, (iii) make or repay any loans or advances to any Company Group Member; or to Guarantee Indebtedness (iv) transfer any of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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, (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement Group Member, in effect at the time a Person becomes a Companyeach case, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquiredexcept for Permitted Restrictions.

Restricted Payments; Restrictive Agreements. (a) Declare The Borrower shall not, and shall not permit any Subsidiary 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, however, that: (i) any Company Subsidiary may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary of the Borrowerits equity holders; (ii) so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Borrower may (A) repurchase its Equity Interests owned by or (B) make payments to, employees, officers or directors (or former employees, officers or directors) of the Borrower or the Subsidiaries or any family member of, or trust or other entity for the benefit of, any of the foregoing persons (including any voting trust or limited partnership pursuant to which such Equity Interests have been transferred solely for the benefit of the foregoing persons and their heirs), pursuant to and in accordance with an option, appreciation right or similar equity incentive or equity based incentive or management incentive plan, in each case, approved by the Borrower’s Board of Directors, or in connection with the death or disability of such employees, officers or directors, (1) in an aggregate amount, when combined with the aggregate amount of distributions, payments, redemptions, repurchases, retirements or other acquisitions for value of Indebtedness made in such fiscal year in accordance with Section 6.09(c), not to exceed the greater of (x) $3,000,000 and (y) 2.5% of Consolidated Total Assets in any fiscal year (plus, starting with the 2017 fiscal year, up to 100% of the portion of such amount not utilized in the immediately preceding year pursuant to this Section 6.06(a)(ii) and Section 6.09(c) may be used in such current fiscal year (but not any fiscal year thereafter)), or (2) pursuant to the extent constituting Restricted Payments, issuance of promissory notes or the incurrence of other obligations pursuant to Section 6.01(l) during such fiscal year (provided that any Company may take actions expressly payments in respect of such promissory notes or other obligations shall only be permitted by if allowed under preceding sub-clause (1) or Section 6.03 (other than Section 6.03(d6.09(c)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42-; (iii) any Company the Borrower may declare and make Restricted Payments: (1) the proceeds of which will be used to purchase, repurchase, defease, acquire or retire or otherwise acquire the for value Equity Interests of the Borrower from directorsor options, officerswarrants or other rights to acquire such Equity Interests solely in exchange for, employees or members out of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to substantially concurrent sale of Qualified Capital Stock of the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and or options, warrants or similar equity incentive awardsother rights to acquire such Qualified Capital Stock (so long as the cash proceeds received from such sale do not increase the Available Amount); (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash payments in lieu of the issuance of fractional shares in connection with any dividendthe exercise of warrants, split options or combination of its other securities convertible into or exchangeable for Equity Interests of the Borrower; (v) the Borrower may make repurchases of capital stock of the Borrower deemed to occur upon the exercise of options, warrants or any Permitted Acquisition (other rights to acquire capital stock of the Borrower solely to the extent that shares of such capital stock represent a portion of the exercise price of such options, warrants or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversionrights; (vi) the payment so long as no Default or Event of dividends Default shall have occurred and distributions within 60 days after the date of declaration thereofbe continuing or would result therefrom, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year of the Borrower; and (x) the Borrower may make Restricted Payments in an aggregate amount not exceeding, together to exceed (A) the sum of (x) the greater of (1) $5,000,000 and (2) 4.0% of Consolidated Total Assets at the time of the making of such Restricted Payment as of the most recently completed Test Period plus (B) amounts funded with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance the sale of Qualified Capital Stock actually received Equity Interests of the Borrower, so long as no proceeds of the Loans shall be used to fund such Restricted Payments; and (vii) the Borrower may make Restricted Payments in connection with the redemption of the Borrower’s preferred Equity Interests with the proceeds from the IPO or other Equity Issuances made by the Borrower from and after the Closing Date. (b) Enter The Borrower shall not, and shall not permit any Subsidiary 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 the Borrower or any Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the Borrower or any Companyother Subsidiary; provided that (A) the foregoing such restrictions shall not apply to restrictions and conditions imposed by law or regulation of any Governmental Authority or by any Loan Document or any Second Lien Loan Document, (B) the foregoing such restrictions shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) clause (i) of the foregoing above 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, (ED) clause (i) of the foregoing above shall not apply to customary provisions in leases leases, licenses (including licenses of Intellectual Property granted to or obtained by the Borrower or any Subsidiary) and other contracts restricting the sale, licensing or other assignment thereof, (FE) the foregoing such restrictions shall not apply to customary restrictions on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (GF) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing such restrictions shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or any other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or any other disposition of assets), (G) and (I) the foregoing such restrictions shall not apply to any agreement in effect at the time a Person becomes a CompanySubsidiary, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and Subsidiary, which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company Subsidiary or the property or assets of the Company Subsidiary, so acquired, (H) such restrictions shall not apply to any restrictions and conditions imposed by the documents evidencing any Subordinated Indebtedness, (I) to the extent not permitted pursuant to the preceding clauses (A) through (H), such restrictions shall not apply in connection with customary restrictions that arise in connection with any Lien permitted pursuant to Sections 6.02(c), 6.02(g), 6.02(m) and 6.02(x) so long as such restrictions apply only to the property subject to such Liens and (J) such restrictions shall not apply to customary provisions in joint venture agreements and other similar agreements applicable to Permitted Joint Ventures and applicable solely to such Permitted Joint Venture and its equity entered into in the ordinary course of business.

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, however, that: that (i) any Company of Holdco’s Subsidiaries may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary of the Borrower; its equity holders, (ii) beginning on July 1, 2008 and except during a Trigger Period, so long as no Default shall have occurred and be continuing or would result therefrom, Holdco may, or may make distributions to the extent constituting Restricted PaymentsHoldings so that Holdings may, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the repurchase its Equity Interests of the Borrower from directorsowned by employees, officers, employees directors or members consultants of management Holdings, Holdco or the Subsidiaries or make payments to employees, officers, directors or consultants of Holdings, Holdco or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases Subsidiaries in connection with the exercise of stock options (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or grantsimilar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death, vesting disability, retirement or delivery termination of such employees in an amount not to exceed $50,000,000 in aggregate (plus the amount of Net Cash Proceeds (x) received by Holdco subsequent to the ABL Closing Date from sales of Equity Interests of Holdco or, to the extent contributed to Holdco, any of Holdco 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 6.5(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 the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) such additional Equity Interests shall not exceed $2,000,000 in have any fiscal year 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 Borrower; and 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 and (y) the Borrower may make Restricted Payments in an aggregate amount First Priority Leverage Ratio does not exceeding, together with any Investments pursuant exceed 2.25 to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Date1.00 on a Pro Forma Basis. (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) restriction on the ability of any Company to create, incur or permit to exist any Lien upon any Subsidiary of its property or assets, or Holdco to: (iii) the ability of any Company (other than the Borrower) to pay dividends or make any other distributions with respect to any of its Equity Interests to any Group Member, (ii) pay any Indebtedness or the ability of other obligations owed to any Company to Group Member, (iii) make or repay any loans or advances to any Company Group Member; or to Guarantee Indebtedness (iv) transfer any of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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, (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement Group Member, in effect at the time a Person becomes a Companyeach case, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquiredexcept 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, however, that: that (i) any Company Subsidiary (other than the Borrower) may declare and pay dividends or make other distributions ratably to its equity holders, (ii) Holdings or any Subsidiary may make Restricted Payments to the Borrower or extent any wholly owned Subsidiary of the Borrower; (ii) to the extent constituting such Restricted PaymentsPayment constitutes an Investment permitted under Section 6.04, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, Holdings may declare and make Restricted Payments: (1) the proceeds of which will be used dividends to repurchaseits shareholders, retire Holdings may purchase or otherwise acquire the repurchase Equity Interests of in Holdings, and the Borrower from directorsmay make distributions to Holdings to permit Holdings to make such dividends, officerspurchases and repurchases or make payments to employees of Holdings, employees the Borrower or members 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 consultants incentive plans or independent contractors (in connection with the death or their estatedisability of such employees; provided, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 that in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in each case under this clause (iii), (A) any such Restricted Payment shall not be made until the fiscal year commencing February 1, 2008, (B) may be further increased by the proceeds aggregate amount of Restricted Payments made under this clause (iii) and clause (v) below combined in any fiscal year shall not exceed an amount equal to the sum of 50% of Excess Cash Flow for the immediately preceding fiscal year (the "Base Amount") (commencing with the fiscal year ending January 31, 2008) plus the unused portion of any key man life insurance received by the Loan Parties Base Amount from prior fiscal years (solely with respect but not prior to the calendar fiscal year ending January 31, 2008) and (C) no such Restricted Payment shall be made unless, after giving effect thereto, the Leverage Ratio would be no greater than 2.75:1.0 as of the most recently completed fiscal quarter ending prior to the date of such Restricted Payment for which the financial statements and certificates described in which such proceeds are received Sections 5.04(a) or 5.04(b) and without limiting any carry over thereof permitted above); or (25.04(d) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed were required to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; be delivered, (iv) the Borrower may make Restricted Payments solely 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, $500,000 in any fiscal year to the extent necessary to pay general corporate and overhead expenses incurred by Holdings in the form ordinary course of Qualified Capital Stock; 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 that (A) the amount of such dividends pursuant to clause (iv) (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 clause (iv) shall be used by Holdings for the purpose specified herein within 20 days of the receipt thereof, and (v) any Company may (i) pay cash in lieu of fractional shares in connection with the Irish Recapitalization, Holdings and its Subsidiaries may engage in the following transactions, in each case in accordance with all applicable laws, including the Companies ▇▇▇ ▇▇▇▇ of Ireland and so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom: (A) Holdings and any dividendSubsidiary may purchase, split repurchase or combination of its redeem Equity Interests or in Holdings; provided, that in each case under this (v)(A), (1) any Permitted Acquisition such Restricted Payment shall not be made until the fiscal year commencing February 1, 2008, (or similar Investment2) the aggregate amount Restricted Payments made under this clause (v) and clause (iiiii) honor above combined in any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in fiscal year shall not exceed an amount equal to withholding the sum of 50% of Excess Cash Flow for the immediately preceding fiscal year ("Base Amount") (commencing with the fiscal year ending January 31, 2008) plus the unused portion of any Base Amount from the prior fiscal years (but not prior to the fiscal year ending January 31, 2008) and (3) no such Restricted Payment shall be made unless, after giving effect thereto, the Leverage Ratio would be no greater than 2.75:1.0 as of the most recently completed fiscal quarter ending prior to the date of such Restricted Payment for which the financial statements and certificates described in Sections 5.04(a) or similar taxes payable or expected 5.04(b) and 5.04(d) were required to be payable by delivered, (B) Holdings may cancel any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options so repurchased or grantredeemed or hold same as treasury shares, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year of the Borrower; and (xC) the Borrower or any Subsidiary may relinquish any Equity Interests held by it in Holdings to Holdings for the purpose of such cancellation, and (D) the Borrower and any Subsidiary may declare and/or pay dividends to Holdings to enable Holdings to effect the transactions referred to in clause (v)(A) above to the extent Holdings is permitted to make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(punder clause (v)(A) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Dateabove. (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 Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Borrower, Holdings or any Company other Subsidiary or to Guarantee Indebtedness of the Borrower or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Non-Loan Party Subsidiary permitted to be incurred hereunder, (D) 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 (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company 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), or incur any obligation (contingent or otherwise) to do so; provided, however, that: that (i) any Company Subsidiary may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary its equity holders of the Borrower; a given class, (ii) to so long as no Event of Default or Default shall have occurred and be continuing or would result therefrom, the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the U.S.Parent Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of repurchase its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request owned by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests employees of the U.S.Parent Borrower in exchange for another class or the Subsidiaries or make payments to employees of Equity Interests constituting Qualified Capital Stock the U.S.Parent Borrower or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances the Subsidiaries upon termination of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases employment in connection with the exercise of stock options options, stock appreciation rights or grant, vesting similar equity incentives or delivery equity based incentives pursuant to management incentive plans or in connection with the death or disability of any Equity Interests; provided that the such employees in an aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant not to this Section 6.05(a)(ix) shall not exceed $2,000,000 U.S.$10,000,000 in any fiscal year year, and (iii) at any time on or after January 1, 2016, so long as (A) no Event of Default or Default shall have occurred and be continuing or result therefrom, (B) at least U.S.$25,000,000 of the Borrower; and Revolving Commitments is unused and available after giving effect to such Restricted Payment, and (xC) the U.S.Parent Borrower would (1) be in compliance with the covenants set forth in Sections 6.10 and 6.11(2) have a Leverage Ratio less than 3.50:1.00, in each case as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect (using the criteria therefor described in Section 6.04(i)) to such transaction and to any other event occurring during or 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, the U.S.Parent Borrower and, with respect to the Exchangeable Shares, Civeo Holdco (with funds advanced by the U.S. Borrower) may make Restricted Payments in any amount and (iv) the U.S. Borrower may make a one-time distribution to Oil States on the Funding Date in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Dateexceed U.S.$850,000,000. (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 U.S.Parent Borrower or any Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of a Collateral Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the U.S.Parent Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the U.S.Parent Borrower or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Subsidiary (other than the Canadian BorrowersParent, Civeo Premium, any Canadian Subsidiary, the Australian Borrower or any Australian Subsidiary) by the terms of any Indebtedness of such Non-Loan Party Foreign Subsidiary permitted to be incurred hereunder, (D) 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) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (F) clause (ii) of the foregoing (solely as it relates to dividends) shall not apply to customary the restrictions on cash or other deposits or net worth Civeo Holdco required by customers under contracts entered into in the ordinary course terms of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement Exchangeable Shares as in effect at on the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquireddate hereof.

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), or incur any obligation (contingent or otherwise) to do soPayment; provided, however, that: (i) any Company each Restricted Subsidiary may declare and make Restricted Payments to the Borrower Borrower, any other Restricted Subsidiary, or any wholly owned Subsidiary other Person that owns a direct Equity Interest in such Restricted Subsidiary, ratably according to their respective holdings of the Borrowertype, class or ranking of Equity Interest in respect of which such Restricted Payment is being made or in a manner more favorable to the Borrower and the Restricted Subsidiaries; (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the 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 Borrower’s Interest Coverage Ratio is greater than or equal to 2.25:1.00; (iii) the Borrower and each Restricted Subsidiary may declare and make dividend payments or other distributions payable solely in preferred, common or subordinated Equity Interests of such Person(s) and the Borrower may issue common Equity Interests upon conversion of subordinated or preferred Equity Interests; provided that (1) the Borrower may not issue any general partnership interests to any Person other than the General Partner and (2) any such Equity Interests issued pursuant to this clause (iii) are not Disqualified Stock; (iv) Restricted Payments may be made in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu the issuance of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the cashless exercise of stock options options, warrants, conversion and other rights or grant, vesting or delivery tax withholding with respect to the exercise of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year equity based awards under employee equity incentive compensation programs of the Borrower; and (x) the Borrower may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by Restricted Subsidiaries, the Borrower from General Partner and after the Closing Date. (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 any Company to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to any Company or to Guarantee Indebtedness of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party by the terms of any Indebtedness of such Non-Loan Party permitted to be incurred hereunder, (D) 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, (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquired.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), or incur any obligation (contingent or otherwise) to do so; provided, however, that: that (i) any Company Subsidiary may declare and pay dividends or make Restricted Payments other distributions ratably to its equity holders of a given class, (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 any wholly owned Subsidiary of the Borrower; (ii) Subsidiaries or make payments to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests employees of the Borrower from directorsor the Subsidiaries upon termination of employment in connection with the exercise of stock options, officers, 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 or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company in an aggregate amount not to exceed $10,000,000 in any calendar fiscal year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iviii) the Borrower may make Restricted Payments solely in declare and pay a dividend of all of the form issued and outstanding shares of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu common stock of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) Civeo to effect the Spin-Off and (iiiv) honor any conversion request by a holder so long as (A) no Event of convertible Indebtedness Default or Default shall have occurred and make cash payments in lieu be continuing or result therefrom, (B) at least $25,000,000 of fractional shares in connection with any the Total Commitment is unused and available after giving effect to such conversion; Restricted Payment, and (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viiiC) the Borrower may redeem would be in whole or compliance with the covenants set forth in part any Equity Interests Sections 6.10 and 6.11 as of the Borrower most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect (using the criteria therefor described in exchange for another class Section 6.04(i)) to such transaction and to any other event occurring during or after such period as to which pro forma recalculation is appropriate as if such transaction had occurred as of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances the first day of new shares of its Qualified Capital Stock; (ix) such period, the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year of the Borrower; and (x) the Borrower may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Dateamount. (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 Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of the Administrative Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the Borrower or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Subsidiary by the terms of any Indebtedness of such Non-Loan Party Foreign Subsidiary permitted to be incurred hereunder, (D) 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 (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company 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), or incur any obligation (contingent or otherwise) to do so; provided, however, that: (i) any Company Subsidiary may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary of the Borrowerits equity holders; (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42-[reserved]; (iii) any Company 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 declare and make Restricted Payments: repurchase its (1or send up a distribution to allow a parent company to repurchase its) the proceeds of which will be used to repurchase, retire or otherwise acquire the respective Equity Interests owned by current or former employees, directors or consultants of Holdings, the Borrower from directors, officers, employees or members of management consultants or independent contractors the Subsidiaries (or their estateany parent company) or make payments to employees, family trustdirectors or consultants of Holdings, family membersthe Borrower or the Subsidiaries (or any parent company) in connection with the exercise of stock options, spousestock appreciation rights or similar equity incentives or equity based incentives pursuant to management incentive plans, civil partner and/or former spouse or civil partner) of any Company in an aggregate amount not to exceed $10,000,000 in any calendar fiscal year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock[reserved]; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion[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 6.7(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 dividends and distributions any dividend or distribution within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the RP Leverage Condition and all other provisions of this Section 6.05Agreement; (viixi) [reserved]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; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ixxii) the Borrower may make Restricted Payments in an amount equal payments to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases holders of Equity Interests of Holdings (or any parent company) or the Borrower in consideration lieu of the issuance of fractional shares of such payments including 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 repurchases in connection with to occur upon the exercise of stock options options, warrants or grant, vesting or delivery of any other rights in respect thereof if such Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 in any fiscal year Interests represent a portion of the Borrowerexercise price thereof; and (xxiv) payments, dividends or distributions to the Borrower may make Restricted Payments in an aggregate amount not exceedingextent that such payment, together dividend or distribution is made with any Investments pursuant to Section 6.03(p) and repayments issuances of Junior Debt pursuant to Section 6.06(b)(iv), or the aggregate amount of net cash proceeds of from the issuance of Qualified Capital Stock actually received by the Borrower from and Equity Interests after the Closing DateDate 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 Company Subsidiary (other than any Permitted Joint Venture Subsidiary) to create, incur or permit to exist any Lien upon any of its property or assetsassets to secure the Obligations, or (ii) the ability of any Company Subsidiary (other than the Borrowerany Permitted Joint Venture Subsidiary) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Borrower or any Company Subsidiary Guarantor or to Guarantee Indebtedness of the Borrower or any CompanySubsidiary Guarantor; provided (x) that (A) the foregoing shall not apply to restrictions and conditions (A) imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary or other assets pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary or assets that is are to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Subsidiary by the terms of any Indebtedness of such Non-Loan Party Foreign Subsidiary permitted to be incurred hereunder, (D) imposed pursuant to other Indebtedness incurred pursuant to Section 6.1 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 6.4 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 Term Loan Facility Credit Agreement or the other Term Loan Facility Loan Documents; provided that such restrictions and conditions are no more onerous than those set forth in the Term Loan 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, (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company 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), or incur any obligation (contingent or otherwise) to do so; provided, however, that: (i) any Company may declare and make Restricted Payments to Borrower (and, in the case of a Restricted Payment by a Subsidiary of Borrower or any that is not a wholly owned Subsidiary of the Borrower, to such Company and to each other owner of Equity Interests of such Company based on their relative ownership interests); (ii) to the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42-; (iii) any Company may declare and make Restricted Payments: (1) [reserved]; (2) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower (or to make a Restricted Payment to or an Investment in a Parent Holding Company to enable it or another Parent Holding Company to repurchase, retire or otherwise acquire its Equity Interest) from directors, officers, employees or members of management management, consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of the Borrower or any Parent Holding Company not to exceed $10,000,000 11,500,000 in any calendar yearyear (in each case, (provided that any unused or unutilized amounts not used during at the end of any calendar year may be being carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following subsequent calendar year); provided further that the amounts set forth in this clause (1iii)(2) may be further increased by the proceeds of any key key-man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry carry-over thereof permitted above); (3) the proceeds of which are applied to the purchase or other acquisition by any Parent Holding Company of all or substantially all of the property and assets or business of any Person, or of assets constituting a business unit, a line of business or division of such Person, or more than 50% of the Equity Interests in a Person; or provided that if such purchase or other acquisition had been made by the Borrower or any Subsidiary, it would have constituted an Permitted Acquisition permitted to be made pursuant to Section 6.03(h); provided that (A) such Restricted Payment shall be made concurrently with the closing of such purchase or other acquisition and (B) any Parent Holding Company shall, immediately following the closing thereof, cause (1) all property acquired (whether assets or Equity Interests) and any liabilities assumed to be contributed to the Borrower or any Subsidiary Guarantor (or other Subsidiary to the extent permitted by Section 6.03(h) or (2) constituting the merger (to the extent permitted in Section 6.05(a)) into the Borrower or any Subsidiary Guarantor (or to the extent permitted, other Subsidiary) formed or acquired in order to consummate such purchaser or other acquisition; (4) repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (5) (A) with respect to any taxable period ending after the Closing Date for which RCAP Holdings is treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to RCAP Holdings’ equity owners in an aggregate amount equal to the product of (x) the taxable income of RCAP Holdings for such taxable period, reduced by any cumulative net taxable loss with respect to all prior taxable periods ending after the Closing Date (determined as if all such taxable periods were one taxable period) to the extent such cumulative net taxable loss would have been deductible by the equity owners against such taxable income if such loss had been incurred in the taxable period in question (assuming that the equity owners have no items of income, gain, loss, deduction or credit other than through RCAP Holdings) and (y) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual resident in New York, New York for such taxable period (taking into account the character of the taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitation thereon)); provided that distributions otherwise permitted under this clause (A) in respect of the taxable period beginning prior to the Closing Date shall be reduced by the amount of estimated tax payments that should have been made by the equity owners of RCAP Holdings prior to the Closing Date (based on the assumptions used in this clause (A)), and (B) with respect to any taxable period ending before the Closing Date for which RCAP Holdings was treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to RCAP Holdings’ equity owners in an aggregate amount equal to the product of (x) any additional taxable income for such taxable period resulting from a tax audit adjustment made after the Closing Date and (y) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual resident in New York, New York for such taxable period (taking into account the character of the additional taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitations thereon)) plus any penalties, additions to tax or interest that may be imposed as a result of such audit adjustment; and (6) (A) with respect to any taxable period ending after the Closing Date for which RCS Management is treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to RCS Management’s equity owners in an aggregate amount equal to the product of (x) the taxable income of RCS Management for such taxable period, reduced by any cumulative net taxable loss with respect to all prior taxable periods ending after the Closing Date (determined as if all such taxable periods were one taxable period) to the extent such cumulative net taxable loss would have been deductible by the equity owners against such taxable income if such loss had been incurred in the taxable period in question (assuming that the equity owners have no items of income, gain, loss, deduction or credit other than through RCS Management) and (y) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual resident in New York, New York for such taxable period (taking into account the character of the taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitation thereon)); provided that distributions otherwise permitted under this clause (A) in respect of the taxable period beginning prior to the Closing Date shall be reduced by the amount of estimated tax payments that should have been made by the equity owners of RCS Management prior to the Closing Date (based on the assumptions used in this clause (A)), and (B) with respect to any taxable period ending before the Closing Date for which RCS Management was treated as a partnership or disregarded entity for U.S. federal income tax purposes, the payment of distributions to RCS Management’s equity owners in an aggregate amount equal to the product of (x) any additional taxable income for such taxable period resulting from a tax audit adjustment made after the Closing Date and (y) the highest combined marginal U.S. federal, state and local income tax rate applicable to an individual resident in New York, New York for such taxable period (taking into account the character of the additional taxable income in question (long term capital gain, qualified dividend income, etc.) and the deductibility of state and local income taxes for U.S. federal income tax purposes (and any applicable limitations thereon)) plus any penalties, additions to tax or interest that may be imposed as a result of such audit adjustment. (iv) in addition to the Restricted Payments otherwise permitted under this Section 6.05, the Companies may declare and make additional Restricted Payments in an aggregate amount not to exceed (A) $11,500,000, plus (B) an amount equal to the portion, if any, of the Available Amount on the date of such election that the Borrower may make elects to apply to this Section 6.05(a)(iv)(B), plus (C) an amount (which, for purposes of this clause (C), shall not be less than zero) equal to the portion, if any, of the Cumulative Retained Equity Amount on the date of such election that the Borrower elects to apply to this Section 6.05(a)(iv)(C); provided that, in the case of clauses (B) and (C) of this Section 6.05(a)(iv), (1) immediately after giving effect to any such Restricted Payment, no Default or Event Default shall be continuing and (2) immediately after giving effect to any such Restricted Payment, the Borrower shall be in compliance on a Pro Forma Basis with a maximum Secured Leverage Ratio of (x) with respect to Restricted Payments solely in to a Company or any Affiliate of a Company, 1.00:1.00 or (y) with respect to Restricted Payments to a Person that is not a Company or any Affiliate of a Company, 1.25:1.00, such compliance to be determined on the form basis of Qualified Capital Stockthe financial information most recently delivered to the Administrative Agent and the Lenders pursuant to Section 5.01(a) or (b) as though such Restricted Payment had been made as of the first day of the applicable four fiscal quarter period covered thereby; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) or Pending Acquisition and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]other Restricted Payments in an aggregate amount not to exceed the Pre-Closing Retained Earnings Amount; provided that (a) no Event of Default shall have occurred and be continuing or would result therefrom and (b) on a Pro Forma Basis after giving effect to each such Restricted Payment made pursuant to this Section 6.05(a)(vii), the Secured Leverage Ratio shall not be greater than 2.75:1.00 (and the Borrower shall have provided to the Administrative Agent a certificate in reasonable detail as to the calculation of such Secured Leverage Ratio); (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock Interest or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital StockEquity Interests; provided that any terms and provisions material to the interests of the Lenders, when taken as a whole, contained in such other class of Equity Interests of the Borrower are no more adverse (taken as a whole) to the Lenders than those contained in the Equity Interests redeemed thereby; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases in connection with the exercise of stock options or grant, vesting or delivery of any Equity Interests; provided that the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) shall not exceed $2,000,000 2,300,000 in any fiscal year of the Borrower; (x) RCAP Holdings and RCS Management may make Restricted Payments with the Net Cash Proceeds received by such Company of any sale of Qualified Capital Stock of the Borrower pursuant to clause (b)(xiii) of the definition of “Asset Sale”; and (xxi) the applicable Company may make the Restricted Payments set forth on Schedule 6.05 to each Person listed under such Company’s name in such Schedule in the amount and during the period listed opposite such Person on such Schedule; (xii) to the extent that either RCAP Holdings or RCS Management has received a Restricted Payment from the Borrower pursuant to Section 6.05(a)(iv) or (a)(vii) (or (a)(vi) to the extent such Restricted Payment would have complied with (a)(iv) or (a)(vii) upon the date of declaration thereof), RCAP Holdings or RCS Management may make Restricted Payments in an aggregate amount not exceeding, together with any Investments the proceeds of the Restricted Payment so received from the Borrower pursuant to such Sections; and (xiii) (A) the payments referred to in Section 6.03(p6.09(l) may be made, and repayments (B) Restricted Payments of Junior Debt the fees received by RCS Management pursuant to such Section 6.06(b)(iv6.09(l) may be made; provided that with respect to this clause (B), on a Pro Forma Basis for the aggregate amount most recent Test Period, after giving effect to such Restricted Payments the Companies will be in compliance with the covenants set forth in Section 6.07. Notwithstanding the foregoing, no Company nor any Subsidiary of net cash proceeds any Company (other than First Allied and its Subsidiaries) may make a Restricted Payment to First Allied or any of issuance of Qualified Capital Stock actually received by its Subsidiaries until such time as the Borrower from and after the Closing DateFirst Allied Repayment shall have occurred. (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 any Company to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borroweran RCS Company) to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to any Company or to Guarantee Indebtedness of any Company; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second First Lien Loan Document or any “Loan Document” (or comparable term) under any Credit Agreement Refinancing Indebtedness or the Luxor Convertible Notes, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company pending such sale, provided such restrictions and conditions apply only to the Company that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Company by the terms of any Indebtedness of such Non-Loan Party Foreign Company permitted to be incurred hereunder, (D) 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) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquired.other

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, however, that: that (i) any Company Subsidiary may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary its equity holders of the Borrower; a given class, (ii) to so long as no Event of Default or Default shall have occurred and be continuing or -146- would result therefrom, the extent constituting Restricted Payments, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the Equity Interests of the Borrower from directors, officers, employees or members of management consultants or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Parent Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of repurchase its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request owned by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests employees of the Parent Borrower in exchange for another class or the Subsidiaries or make payments to employees of Equity Interests constituting Qualified Capital Stock the Parent Borrower or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances the Subsidiaries upon termination of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases employment in connection with the exercise of stock options options, stock appreciation rights or grant, vesting similar equity incentives or delivery equity based incentives pursuant to management incentive plans or in connection with the death or disability of any Equity Interests; provided that the such employees in an aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant not to this Section 6.05(a)(ix) shall not exceed $2,000,000 U.S.$10,000,000 in any fiscal year and (iii) so long as (A) no Event of Default or Default shall have occurred and be continuing or result therefrom, (B) at least U.S.$40,000,000 of the Borrower; and Revolving Commitments is unused and available after giving effect to such Restricted Payment, of which at least $30,000,000 must be comprised20,000,000 of the Canadian Revolving Commitments and the U.S. Revolving Commitments unused and available, in the aggregate) , is unused and available after giving effect to such Restricted Payment and (xC) the Parent Borrower would have a Total Net Leverage Ratio less than 2.502.75:1.00 as of the most recently completed period of four consecutive fiscal quarters ending prior to such transaction for which the financial statements required by Section 5.04(a) or 5.04(b) have been delivered or for which comparable financial statements have been filed with the SEC, after giving pro forma effect (using the criteria therefor described in Section 6.04(i)) to such transaction and to any other event occurring during or 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, the Parent Borrower may make Restricted Payments in an aggregate amount not exceeding, together with any Investments pursuant to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Dateamount. (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 Parent Borrower or any Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assetsassets in favor of a Collateral Agent or any successor thereto hereunder or under any agreement that replaces or refinances this Agreement, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to the Parent Borrower or any Company other Subsidiary or to Guarantee Indebtedness of the Parent Borrower or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Loan Party Foreign Subsidiary (other than any Canadian Subsidiary, the Australian Borrower or any Australian Subsidiary) by the terms of any Indebtedness of such Non-Loan Party Foreign Subsidiary permitted to be incurred hereunder, (D) 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) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof, thereof and (F) the foregoing shall not apply to customary restrictions on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating imposed pursuant to any Asset Sale (the Facility Letter or other disposition of assets) agreements for Banking Services permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquiredhereunder.

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, however, that: that (i) any Company of Holdco’s Subsidiaries may declare and pay dividends or make Restricted Payments other distributions ratably to the Borrower or any wholly owned Subsidiary of the Borrower; its equity holders, (ii) beginning on July 1, 2008, so long as no Default shall have occurred and be continuing or would result therefrom, Holdco may, or may make distributions to the extent constituting Restricted PaymentsHoldings so that Holdings may, any Company may take actions expressly permitted by Section 6.03 (other than Section 6.03(d)); and 01:18593508.118 2 NTD: To be included only if Docupace does not close prior to Closing Date. NAI-1500896929v12 - 42- (iii) any Company may declare and make Restricted Payments: (1) the proceeds of which will be used to repurchase, retire or otherwise acquire the repurchase its Equity Interests of the Borrower from directorsowned by employees, officers, employees directors or members consultants of management Holdings, Holdco or the Subsidiaries or make payments to employees, officers, directors or consultants of Holdings, Holdco or independent contractors (or their estate, family trust, family members, spouse, civil partner and/or former spouse or civil partner) of any Company not to exceed $10,000,000 in any calendar year, (provided that any amounts not used during any calendar year may be carried over and used in the immediately following calendar year, but shall be deemed to be used last in such immediately following calendar year); provided further that the amounts set forth in this clause (1) may be further increased by the proceeds of any key man life insurance received by the Loan Parties (solely with respect to the calendar year in which such proceeds are received and without limiting any carry over thereof permitted above); or (2) constituting repurchases of Equity Interests of any parent holding company of Borrower deemed to occur upon the noncash exercise of stock options and warrants or similar equity incentive awards; (iv) the Borrower may make Restricted Payments solely in the form of Qualified Capital Stock; (v) any Company may (i) pay cash in lieu of fractional shares in connection with any dividend, split or combination of its Equity Interests or any Permitted Acquisition (or similar Investment) and (ii) honor any conversion request by a holder of convertible Indebtedness and make cash payments in lieu of fractional shares in connection with any such conversion; (vi) the payment of dividends and distributions within 60 days after the date of declaration thereof, if at the date of declaration of such payment, such payment would have complied with the other provisions of this Section 6.05; (vii) [reserved]; (viii) the Borrower may redeem in whole or in part any Equity Interests of the Borrower in exchange for another class of Equity Interests constituting Qualified Capital Stock or rights to acquire Equity Interests constituting Qualified Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Qualified Capital Stock; (ix) the Borrower may make Restricted Payments in an amount equal to withholding or similar taxes payable or expected to be payable by any present or former employee, director, officer, manager, consultant or independent contractor (or their respective Affiliates, estates or immediate family members) and any repurchases of Equity Interests in consideration of such payments including deemed repurchases Subsidiaries in connection with the exercise of stock options (including for purposes of paying tax withholding applicable to stock option exercises), stock appreciation rights or grantsimilar equity incentives or equity based incentives pursuant to management incentive plans or in connection with the death, vesting disability, retirement or delivery termination of such employees in an amount not to exceed $50,000,000 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 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 the aggregate amount of Restricted Payments (other than deemed repurchases made for no value) pursuant to this Section 6.05(a)(ix) such additional Equity Interests shall not exceed $2,000,000 in have any fiscal year 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 Borrower; and exercise price of such options or warrants, (vi) Holdco and its Subsidiaries may pay dividends or make other distributions on the Closing Date to consummate the Transactions and (vii) 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 and (y) the Borrower may make Restricted Payments in an aggregate amount First Priority Leverage Ratio does not exceeding, together with any Investments pursuant exceed 2.25 to Section 6.03(p) and repayments of Junior Debt pursuant to Section 6.06(b)(iv), the aggregate amount of net cash proceeds of issuance of Qualified Capital Stock actually received by the Borrower from and after the Closing Date1.00 on a Pro Forma Basis. (b) Enter No Group Member will enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of Holdco or any Company Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets, or (ii) the ability of any Company (other than the Borrower) Subsidiary to pay dividends or other distributions with respect to any of its Equity Interests or the ability of any Company to make or repay loans or advances to Holdco or any Company other Subsidiary or to Guarantee Indebtedness of Holdco or any Companyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document or any Second Lien Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of a Company Subsidiary pending such sale, provided such restrictions and conditions apply only to the Company Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to restrictions and conditions imposed on any Non-Subsidiary that is not a Loan Party by the terms of any Indebtedness of such Non-Loan Party Subsidiary permitted to be incurred hereunder, (D) 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 (E) 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 on cash or other deposits or net worth required by customers under contracts entered into in the ordinary course of business and joint venture agreements or other similar arrangements if such provisions apply only to the Person (and the equity interests in such Person) that is the subject thereof, (G) the foregoing shall not apply to provisions in agreements or instruments that prohibit the payment of dividends or the making of other distributions with respect to Equity Interests of a Person other than on a pro rata basis, (H) the foregoing shall not apply to customary restrictions and conditions contained in any agreement relating to any Asset Sale (or other disposition of assets) permitted under this Agreement pending the consummation of such Asset Sale (or other disposition of assets) and (I) the foregoing shall not apply to any agreement in effect at the time a Person becomes a Company, so long as such agreement was not entered into in connection with or in contemplation of such Person becoming a Company and which encumbrance or restriction is not applicable to the properties or assets of any Loan Party, other than the Company or the property or assets of the Company so acquired.