Distributions; Upstream Payments At any time a Restriction Trigger Period is in effect or would result therefrom, # declare or make any Distributions, except Upstream Payments; provided, however, so long as no Event of Default exists or would result therefrom, Distributions on the Common Stock shall not be completely limited, but rather, only limited to $5,000,000 in the aggregate per Fiscal Year, or # create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on [Schedule 9.1.15]. The Borrower Agent shall provide prompt written notice to Agent of any Distribution consummated by a Borrower (describing in reasonable detail such Distribution) other than with respect to Upstream Payments or Distributions on Common Stock permitted pursuant to [clause (a) above].

“Additional Upstream License Payments” has the meaning set forth in [Section 2.1.5].

Payments and Distributions Received. If the Lender shall have received any payment from or distribution of assets of the Borrower in respect of Loans in contravention of the terms of this Section 22, then and in such event such payment or distribution shall be received and held in trust for and shall be paid over or delivered to the holders of Senior Indebtedness to the extent necessary to comply with the provisions of this Section 22.

Breach of Upstream License. In the event that, as a result of any act or omission of Licensee or any of Licensee’s Affiliates or Sublicensees, Axsome is in breach of any Upstream License, Axsome shall so notify Licensee and if Licensee fails to cure such breach within sixty (60) days of such notice, Axsome may terminate this Agreement by written notice with immediate effect.

“10.2.4. Distributions; Upstream Payments.(a) Declare or make any Distributions, except: # the distribution by Clearwater of Retainco to Potlatch in accordance with the terms of the Separation Agreement; # Upstream Payments; # repurchases of Equity Interests of Borrowers owned by former, present of future employees, officers and directors of Borrowers or Subsidiaries or their assigns, estates and heirs, so long as: # the agreements setting forth such repurchase obligations were entered into by the applicable Borrower prior to the Spin-Off; # the Revolver Commitments have not been terminated; # to the extent a Default or Event of Default exists before or after giving effect to any such repurchase, the amount of such repurchase does not exceed the amount of the Repurchase Reserve then in effect; and # the aggregate amount of all such repurchases does not exceed $1,000,000; and # Clearwater may pay dividends to its shareholders or repurchase Equity Interests from its shareholders, in each case if # no Default or Event of Default has occurred and is continuing or would result therefrom, and # Availability after giving effect to any such dividend or repurchase is not less than $25,000,000; or # create or suffer to exist any encumbrance or restriction on the ability of a Subsidiary to make any Upstream Payment, except for restrictions under the Loan Documents, under Applicable Law or in effect on the Closing Date as shown on [Schedule 9.1.15].”

“Upstream Licenses” means those agreements to which Axsome or an Affiliate of Axsome is a party or becomes a party during the Term (whether initially or by assignment from a Third Party) and under which Axsome or such Affiliate has received an assignment of or been granted a license, with a right to grant sublicenses, under, certain of the Patent Rights included in the Licensed Patent Rights and/or certain of the Know-How included in the Licensed Know-How, provided that, any such agreement entered into by Axsome or an Affiliate of Axsome after the Effective Date, shall only be included as an Upstream License if Licensee, pursuant to [Section 2.1.5], agrees to include such agreement as an Upstream License and to pay to Axsome the Additional Upstream License Payments applicable thereto. Those Upstream Licenses existing as of the Effective Date are listed on [Schedule 1.86] and, for the avoidance of doubt, no additional payments are payable by Licensee to Axsome in relation thereto.

Distributions. A Participant's Account balance attributable to QACA "ADP test safe harbor contributions" is subject to the distribution restrictions set forth in Section 12.2(e) other than on account of a hardship (i.e., may generally not be distributed earlier than severance of employment, death, Total and Permanent Disability, an event described in Code §401(k)(1 0), or, in case of a profit sharing plan, the attainment of age 59 1/2).

“EBITDA” shall mean net income after tax, plus depreciation, plus amortization, plus interest expense, plus non-cash expenses, less non-cash income, all as determined in accordance with G.A.A.P.

Distributions. The Company shall issue to Grantee (or, if applicable, the Grantee’s estate or personal representative) Shares (or such other securities or other property into which the Shares have been converted, with any partial Shares or other securities to be settled in cash) with respect to the Grantee’s Restricted Stock Units and dividend equivalents accrued pursuant to the DERs with respect to such Restricted Stock Units, within 30 days of the date that the Restricted Stock Units vest in accordance with Section I.C hereof; provided, however, that, to the extent that the Restricted Stock Units are considered deferred compensation subject to Section 409A of the Code and the Restricted Stock Units vest in connection with the Grantee’s Change in Control Termination, then unless the Change in Control is a [Section 409A] Change in Control, the distribution of Shares (or such other securities or other property into which the Shares have been converted) shall not be accelerated to the vesting date but such distribution shall instead occur based on the Vesting Dates set forth in Section I.C. hereof. A “[Section 409A] Change in Control” shall mean a Change in Control that also constitutes a “change in ownership or effective control” of the Company or a “change in ownership of a substantial portion of the assets of” the Company, in each case within the meaning of Section 409A of the Code. Notwithstanding anything to the contrary contained herein, no Shares may be transferred to any person other than the Grantee unless such other person demonstrates to the reasonable satisfaction of the Company such person’s right to the transfer.

Distributions. Distributions under the Agreement shall be deemed to have been made proportionally from each of the Deemed Investment Funds maintained based on the proportion that such Deemed Investment Fund bears to the sum of all Deemed Investment Funds maintained with respect to the Deferred Compensation Account for the Employee as of the day before the payment date.