Common use of Restricted Payments; Restrictive Agreements Clause in Contracts

Restricted Payments; Restrictive Agreements. (a) Declare or pay, directly or indirectly, any Restricted Payment, except that: (i) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable in the form of Equity Interests of such Person; (iii) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock owned by employees or make payments to employees in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives upon termination of employment 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; (iv) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock for contribution to employee benefit plans maintained by the Borrower and the Subsidiaries, in an aggregate amount not to exceed $10,000,000 in any fiscal year; (v) so long as no Default exists or would result therefrom and to the extent otherwise permitted by Section 8.04, any non-wholly owned Subsidiary may acquire its own Equity Interests from its minority owner(s); and (vi) the Borrower and its Subsidiaries may make other Restricted Payments so long as (A) no Default exists or would result therefrom, and (B) the Borrower is and would be in compliance with the maximum Consolidated Leverage Ratio covenant set forth in Section 8.11 on a Pro Forma Basis. (b) Except as provided on Schedule 8.06, 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 Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any Indebtedness refinancing the Obligations, (ii) the ability of any Subsidiary to make Restricted Payments or to make or repay loans or advances to any Loan Party or (iii) the ability of any Loan Party to Guarantee Indebtedness of any Loan Party; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to the restrictions and conditions imposed on Finsub under the Receivables Program Documentation, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, and (E) subclause (i) of the foregoing shall not apply to (1) 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 or (2) customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare No Loan Party may declare or pay, directly or indirectly, make any Restricted Payment, except that: Payments other than (i) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in Distributions declared or made by such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable Loan Party wholly in the form of its capital stock or other Equity Interests, (ii) Distributions by a Loan Party to another Loan Party, (iii) Tax Distributions, (iv) non-cash repurchases of Equity Interests of such Person; (iii) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock owned by employees or make payments deemed to employees in connection with the occur upon exercise of stock options, stock appreciation rights options 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 incentives incentive awards, (v) the purchase, redemption or equity based incentives upon termination other acquisition of employment shares of Equity Interests of Borrower from employees, former employees, directors or in connection with the death former directors of any Company (or disability 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 or consultant of any Company in an aggregate amount not to exceed $5,000,000 1,000,000 in any fiscal year; , (ivvi) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock for contribution to employee benefit plans maintained by the Borrower and the Subsidiaries, other Restricted Payments in an aggregate amount not to exceed $10,000,000 in any fiscal year; 3,000,000, or (vvii) so long as no Default exists or would result therefrom and to the extent otherwise permitted by Section 8.04, any non-wholly owned Subsidiary may acquire its own Equity Interests from its minority owner(s); and (vi) the Borrower and its Subsidiaries may make other Restricted Payments so long as (A) no Default exists or would result therefrom, and (B) in an aggregate amount not to exceed the Borrower is and would be in compliance with Available Amount subject to satisfaction of the maximum Consolidated Leverage Ratio covenant set forth in Section 8.11 on a Pro Forma BasisAvailable Amount Conditions. (b) Except as provided on Schedule 8.06Borrower 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 the Borrower or any other Loan Party to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any Indebtedness refinancing the ObligationsDocuments, (ii) any Permitted Subordinated Debt in accordance with the ability requirements of any Subsidiary to make Restricted Payments or to make or repay loans or advances to any Loan Party or “Permitted Subordinated Debt”, (iii) the ability of any Loan Party to Guarantee Indebtedness of any Loan Party; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law or by any Loan Documentapplicable Law, (Biv) the foregoing shall not apply to customary restrictions and conditions contained in agreements any agreement relating to the sale of assets or a Subsidiary pending such saleto, provided such restrictions and conditions apply only limited to the assets or Subsidiary that is to be sold and subject to, any Disposition permitted by Section 9.4 pending the consummation of such sale is permitted hereunderDisposition in effect until consummation of such Disposition, (Cv) restrictions imposed by agreements governing purchase money Debt, Debt to provide the foregoing shall not apply 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 relate solely to the restrictions and conditions imposed on Finsub under the Receivables Program Documentationassets subject thereto, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, and (E) subclause (i) of the foregoing shall not apply to (1) 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 or (2vii) customary provisions restricting subletting or assignment of any lease governing a leasehold interest, (viii) customary provisions restricting assignment or transfer of any agreement entered into in leases the ordinary course of business and other contracts restricting the assignment thereofany Permitted Lien or any document or instrument giving any Permitted Lien and (ix) letters of credit pursuant to Section 9.1(q).

Restricted Payments; Restrictive Agreements. (a) Declare or paymake, or agree to declare or make, directly or indirectly, any Restricted PaymentPayment (including pursuant to any Synthetic Purchase Agreement), except that: or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) the Borrower and each any Subsidiary may declare and pay dividends or make dividend payments or other distributions payable in the form of Equity Interests of such Person; ratably to its equity holders, (iiiii) so long as no Event of Default exists or Default shall have occurred and be continuing or would result therefrom, the Borrower Company may repurchase shares of its capital stock Equity Interests owned by employees of the Company or the Subsidiaries or make payments to employees of the Company or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives upon termination of employment pursuant to management incentive plans or in connection with the death or disability of such employees, employees in an aggregate amount not to exceed $5,000,000 1,000,000 in any fiscal year; year and (iv) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock for contribution to employee benefit plans maintained by the Borrower and the Subsidiaries, in an aggregate amount not to exceed $10,000,000 in any fiscal year; (v) so long as no Default exists or would result therefrom and to the extent otherwise permitted by Section 8.04, any non-wholly owned Subsidiary may acquire its own Equity Interests from its minority owner(s); and (viiii) the Borrower and its Subsidiaries Company may make other Restricted Payments so long as (A) no Default exists the payments or would result therefrom, and (B) distributions to certain of the Borrower is and would be Company's creditors specifically described in compliance the definition of the NRG Plan Transactions with funds permanently withdrawn from the maximum Consolidated Leverage Ratio covenant set forth in Section 8.11 on a Pro Forma BasisXcel Cash Account. (b) Except as provided on Schedule 8.06, enter 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 Company or any Loan Party Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations assets, or any Indebtedness refinancing the Obligations, (ii) the ability of any Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Company or any Loan Party other Subsidiary or (iii) the ability of any Loan Party to Guarantee Indebtedness of the Company or any Loan Partyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law law or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to the restrictions and conditions imposed on Finsub under the Receivables Program Documentation, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, and (E) subclause clause (i) of the foregoing shall not apply to (1) 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 or (2) customary provisions in leases and other contracts restricting the assignment thereof.101

Restricted Payments; Restrictive Agreements. (a) Declare or paymake, or agree to declare or make, directly or indirectly, any Restricted PaymentPayment (including pursuant to any Synthetic Purchase Agreement), except that: or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) each Subsidiary the Borrower may declare and pay dividends or make Restricted Payments other distributions on its capital stock to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings the extent made solely with common stock of the type of Equity Interest in respect of which such Restricted Payment is being made; Borrower, (ii) the Borrower and each any Subsidiary may declare and pay dividends or make dividend payments or other distributions payable in the form of Equity Interests of such Person; ratably to its equity holders, (iii) so long as no Event of Default exists or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase shares of its capital stock Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives upon termination of employment pursuant to management incentive plans or in connection with the death or disability of such employees, employees in an aggregate amount not to exceed $5,000,000 in any fiscal year; , (iv) so long as no Event of Default exists or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase shares of its capital stock for contribution to employee benefit plans maintained by the Borrower and the Subsidiaries, make additional Restricted Payments in an aggregate amount not to exceed $10,000,000 5,000,000 in any fiscal year; year and (v) so long as no Default exists or would result therefrom and to the extent otherwise permitted by Section 8.04, any non-wholly owned Subsidiary may acquire its own Equity Interests from its minority owner(s); and (vi) the Borrower and its Subsidiaries may make other Restricted Payments so long as (A) no Default exists or would result therefrom, and (B) pay the Borrower is and would be in compliance with the maximum Consolidated Leverage Ratio covenant set forth in Section 8.11 on a Pro Forma BasisAcquisition Consideration. (b) Except as provided on Schedule 8.06, enter 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 Loan Party Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations assets, or any Indebtedness refinancing the Obligations, (ii) the ability of any Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any Loan Party other Subsidiary or (iii) the ability of any Loan Party to Guarantee Indebtedness of the Borrower or any Loan Partyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law or by law, any Loan Document, the Term Loan Credit Agreement or any agreement governing Term Refinancing Indebtedness (subject to clause (iii) of Section 6.01(l)), (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to the restrictions and conditions imposed on Finsub under the Receivables Program Documentation, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, and (ED) subclause clause (i) of the foregoing shall not apply to (1) 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 or and (2E) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare Declare, pay or paymake, or agree to declare, pay or make, directly or indirectly, any Restricted Payment, except that: (i) each Subsidiary the Loan Parties may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madedistribution on the Effective Date expressly permitted by Section 5.7; (ii) the Borrower and each Subsidiary any Loan Party may declare and make dividend payments or a distribution to another Loan Party (other distributions payable in the form of Equity Interests of such Personthan to Holdings); (iii) so long as no Default exists or would result therefrom, Holdings may make Permitted Tax Distributions (and the Borrower may repurchase shares distribute amounts to Holdings solely for purposes of its capital stock owned by employees or make payments making, and not exceeding the amount necessary for Holdings to employees in connection with the exercise of stock optionsmake, stock appreciation rights or similar equity incentives or equity based incentives upon termination of employment or in connection with the death or disability of such employees, in an aggregate amount not to exceed $5,000,000 in any fiscal yearPermitted Tax Distributions); (iv) so long as no Default exists or would result therefrom, the The Borrower may repurchase shares make payments under the Specified Shared Services Agreement in accordance with the terms and conditions of its capital stock for contribution to employee benefit plans maintained by such Specified Shared Services Agreement (as in effect on the Borrower date hereof) in the ordinary course of business and the Subsidiaries, in an aggregate amount not to exceed $10,000,000 in any fiscal yearconsistent with past practices; (v) so long as no Default exists or would result therefrom and to the extent otherwise permitted by Section 8.04constituting Restricted Payments, any non-wholly owned Subsidiary Loan Party may acquire its own Equity Interests from its minority owner(s)pay any and all fees and other amounts payable to any Independent Manager of such Loan Party as and when due in accordance with the terms and conditions of the engagement letter, contract or other agreement governing the terms of such Independent Manager’s appointment thereto; and (vi) the Borrower and its Subsidiaries Holdings may make other Restricted Payments so long as distributions to Parent if (A) no Default exists or Event of Default has occurred and is continuing or would result therefrombe caused thereby, and (B) after giving pro forma effect to any such distribution, as of the Borrower is and would last day of the most recently completed fiscal quarter for which financial statements have been, or were required to have been, delivered under this Agreement (assuming such distribution occurred as of the last day of such fiscal quarter), the Loan Parties shall be in compliance with Section 6.15(a) and (C) after giving pro forma effect to any such distribution, the maximum Consolidated Leverage Ratio covenant set forth Loan Parties shall be in compliance with Section 8.11 on a Pro Forma Basis6.15(b). (b) Except as provided on Schedule 8.06, enter Enter into, incur or permit to exist any agreement or other arrangement that prohibits, restricts or imposes any condition upon (i) the ability of the Borrower Holdings or any Loan Party of its subsidiaries to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations assets, or any Indebtedness refinancing the Obligations, (ii) the ability of any Subsidiary of the Borrower’s subsidiaries to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any Loan Party other subsidiary or (iii) to guarantee the ability of any Loan Party to Guarantee Indebtedness of the Borrower or any Loan Partyother subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law law or by any Loan Document, Document and (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to the restrictions and conditions imposed on Finsub under the Receivables Program Documentation, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, and (E) subclause sub-clause (i) of the foregoing shall not apply to (1) 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 or (2) customary provisions in leases and other contracts restricting the assignment thereof.

Restricted Payments; Restrictive Agreements. (a) Declare or paymake, or agree to declare or make, directly or indirectly, any Restricted PaymentPayment (including pursuant to any Synthetic Purchase Agreement), except or incur any obligation (contingent (unless the contingency is the repayment of the Obligations or receipt of consent from the requisite lenders under this Agreement) or otherwise) to do so; provided, however, that: : (i) each any direct or indirect Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; (ii) the Parent Borrower and each Subsidiary may declare and pay dividends or make dividend payments or other distributions payable in the form of Equity Interests of such Person; ratably to its equity holders; (iiiii) so long as no Event of Default exists or Default shall have occurred and be continuing or would result therefrom, (A) the Parent Borrower may repurchase shares Equity Interests of its capital stock the Parent Borrower owned by past or present officers, directors or employees of the Parent Borrower or the Subsidiaries or make payments to employees of the Parent Borrower or the Subsidiaries upon termination of employment of such employees (including as a result of retirement or severance) in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives upon termination of employment pursuant to management incentive 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; (iv) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock for contribution to employee benefit plans maintained by the Borrower and the Subsidiaries, in an aggregate amount not to exceed $10,000,000 in any fiscal year; (v) so long as no Default exists or would result therefrom and to the extent otherwise permitted by Section 8.04, any non-wholly owned Subsidiary may acquire its own Equity Interests from its minority owner(s); and (vi) the Borrower and its Subsidiaries may make other Restricted Payments so long as (A) no Default exists or would result therefrom, and (B) the Borrower is and would be in compliance with the maximum Consolidated Leverage Ratio covenant set forth in Section 8.11 on a Pro Forma Basis.116 CHAR1\1732710v2 (b) Except as provided on Schedule 8.06, enter 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 Loan Party Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any Indebtedness refinancing the Obligations, (ii) the ability of any Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Parent Borrower or any Loan Party other Subsidiary or (iii) the ability of any Loan Party to Guarantee Indebtedness of any Loan Party; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law or by any Loan Document, (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to the restrictions and conditions imposed on Finsub under the Receivables Program Documentation, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, and (E) subclause (i) of the foregoing shall not apply to (1) 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 or (2) customary provisions in leases and other contracts restricting the assignment thereof.117 CHAR1\1732710v2

Restricted Payments; Restrictive Agreements. (a) Declare or paymake, or agree to declare or make, directly or indirectly, any Restricted Paymentdividend or other distribution (whether in cash, except that: securities or other property) with respect to any Equity Interests in the Issuer, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, repurchase, redemption, retirement, acquisition, cancellation or termination of any Equity Interests in the Issuer or any option, warrant or other right to acquire any such Equity Interests in the Issuer, or incur any obligation (contingent or otherwise) to do so; provided, however, that the Issuer may declare and pay dividends or make other distributions ratably to its equity holders and comply with redemption and repurchase requests thereof if and to the extent that (i) each Subsidiary may make Restricted Payments to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings payment is permitted under the Organization Documents of the type of Equity Interest Issuer as in respect of which such Restricted Payment is being made; effect on the date hereof or as amended from time to time in compliance herewith, (ii) the Borrower and each Subsidiary may declare and make dividend payments or other distributions payable in the form of Equity Interests of such Person; Issuer has complied with Section 2.08, (iii) so long as no Default exists or would result therefrom, the Borrower may repurchase shares Event of its capital stock owned by employees or make payments to employees in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives upon termination of employment 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; (iv) so long as no Default exists or would result therefrom, the Borrower may repurchase shares of its capital stock for contribution to employee benefit plans maintained by the Borrower has occurred and the Subsidiaries, in an aggregate amount not to exceed $10,000,000 in any fiscal year; (v) so long as no Default exists is continuing or would result therefrom and (iv) immediately after giving effect to such payment, the extent otherwise permitted by Section 8.04, any non-wholly owned Subsidiary may acquire its own Equity Interests from its minority owner(s); and (vi) Asset Coverage shall not be less than the Borrower and its Subsidiaries may make other Restricted Payments so long as (A) no Default exists or would result therefrom, and (B) the Borrower is and would be in compliance with the maximum Consolidated Leverage Ratio covenant set forth in Section 8.11 on a Pro Forma BasisMinimum Asset Coverage. (b) Except as provided on Schedule 8.06, enter 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 Loan Party Issuer to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations or any Indebtedness refinancing the Obligations, (ii) the ability of any Subsidiary to make Restricted Payments or to make or repay loans or advances to any Loan Party or (iii) the ability of any Loan Party to Guarantee Indebtedness of any Loan Partyassets; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law law or by any Loan Note Document. (c) Permit any waiver, (B) supplement, modification, amendment, termination or release of any indenture, instrument or agreement pursuant to which any Indebtedness in excess of the foregoing shall not apply to customary restrictions and conditions contained Threshold Amount of the Issuer is outstanding if the effect of such waiver, supplement, modification, amendment, termination or release would materially increase the obligations of the obligor or confer additional material rights on the holder of such Indebtedness in agreements relating a manner adverse to the sale of assets Issuer or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to the restrictions and conditions imposed on Finsub under the Receivables Program Documentation, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, and (E) subclause (i) of the foregoing shall not apply to (1) 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 or (2) customary provisions in leases and other contracts restricting the assignment thereofPurchasers.

Restricted Payments; Restrictive Agreements. (a) Declare or paymake, or agree to declare or make, directly or indirectly, any Restricted PaymentPayment (including pursuant to any Synthetic Purchase Agreement), except that: or incur any obligation (contingent or otherwise) to do so; provided, however, that (i) each Subsidiary the Borrower may declare and pay dividends or make Restricted Payments other distributions on its capital stock to Persons that own Equity Interests in such Subsidiary, ratably according to their respective holdings the extent made solely with common stock of the type of Equity Interest in respect of which such Restricted Payment is being made; Borrower, (ii) the Borrower and each any Subsidiary may declare and pay dividends or make dividend payments or other distributions payable in the form of Equity Interests of such Person; ratably to its equity holders, (iii) so long as no Event of Default exists or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase shares of its capital stock Equity Interests owned by employees of the Borrower or the Subsidiaries or make payments to employees of the Borrower or the Subsidiaries upon termination of employment in connection with the exercise of stock options, stock appreciation rights or similar equity incentives or equity based incentives upon termination of employment pursuant to management incentive plans or in connection with the death or disability of such employees, employees in an aggregate amount not to exceed $5,000,000 in any fiscal year; , (iv) so long as no Event of Default exists or Default shall have occurred and be continuing or would result therefrom, the Borrower may repurchase shares of its capital stock for contribution to employee benefit plans maintained by the Borrower and the Subsidiaries, make additional Restricted Payments in an aggregate amount not to exceed $10,000,000 5,000,000 in any fiscal year; year and (v) so long as no Default exists or would result therefrom and to the extent otherwise permitted by Section 8.04, any non-wholly owned Subsidiary may acquire its own Equity Interests from its minority owner(s); and (vi) the Borrower and its Subsidiaries may make other Restricted Payments so long as (A) no Default exists or would result therefrom, and (B) pay the Borrower is and would be in compliance with the maximum Consolidated Leverage Ratio covenant set forth in Section 8.11 on a Pro Forma BasisAcquisition Consideration. (b) Except as provided on Schedule 8.06, enter 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 Loan Party Subsidiary to create, incur or permit to exist any Lien upon any of its property or assets to secure the Obligations assets, or any Indebtedness refinancing the Obligations, (ii) the ability of any Subsidiary to make Restricted Payments pay dividends or other distributions with respect to any of its Equity Interests or to make or repay loans or advances to the Borrower or any Loan Party other Subsidiary or (iii) the ability of any Loan Party to Guarantee Indebtedness of the Borrower or any Loan Partyother Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by Law or by law, any Loan Document, the Revolving Loan Credit Agreement or any agreement governing Revolving Refinancing Indebtedness (subject to clause (i) of Section 6.01(l)), (B) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the sale of assets or a Subsidiary pending such sale, provided such restrictions and conditions apply only to the assets or Subsidiary that is to be sold and such sale is permitted hereunder, (C) the foregoing shall not apply to the restrictions and conditions imposed on Finsub under the Receivables Program Documentation, (D) the foregoing shall not apply to restrictions and conditions imposed on any Foreign Subsidiary by the terms of any Indebtedness of such Foreign Subsidiary permitted to be incurred hereunder, and (ED) subclause clause (i) of the foregoing shall not apply to (1) 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 or and (2E) clause (i) of the foregoing shall not apply to customary provisions in leases and other contracts restricting the assignment thereof.