Common use of CONTRACTUAL RESTRICTIONS ON REPURCHASE Clause in Contracts

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 3, if the Company is prohibited by the terms of any of the financing agreements of the Company or any of its Subsidiaries with their commercial lenders ("Lenders") providing Senior Debt (such financing agreements being referred to herein as the "Senior Debt Documents") from making any payments of any portion of the repurchase price for the Shares in cash, (a) the Company shall be entitled to complete the repurchase of such Shares by delivering to the Stockholder (or any permitted transferee thereof) a promissory note for the portion of the repurchase price, payment of which is prohibited to be made immediately, and (b) the Company will use reasonable efforts (including using reasonable efforts to obtain the necessary consents from the Company's and/or its Subsidiaries' Lenders) to pay the repurchase price as soon as permitted under such Senior Debt Documents or by waiver thereof following the repurchase. Each such promissory note shall (i) bear interest at the rate of five percent (5%) per annum for the first year of such note, seven and one half percent (7.5%) per annum for the second year of such note and ten percent (10%) per annum for each year of such note thereafter until paid in full, (ii) provide for the payment of the principal evidenced thereby in such installments and at such times as are permitted by the Company's and its Subsidiaries' Lenders, (iii) be subordinated only to Senior Debt of the Company and its Subsidiaries provided by their Lenders under the Senior Debt Documents (including all interest, penalties, fees or other charges under the Senior Debt Documents governing such Senior Debt from time to time) (the "Lender Indebtedness") on terms satisfactory to such Lenders and (iv) subject to such payment and subordination provisions, provide for the payment in full of the principal and unpaid interest evidenced thereby upon the earlier to occur of: (x) repayment in full of all of the Lender Indebtedness and (y) a

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 3Sections 2 or 3 hereof, if in the event that any payment by the Company of any portion of the purchase price for any Shares, or other Common Stock or Common Stock Equivalents, that the Company is obligated pursuant to the put to repurchase is, at the time such payment would otherwise be due hereunder, prohibited by the terms of any of the Company's or any of its Subsidiaries' financing agreements of or indentures with its lenders or creditors to which the Company or any of its Subsidiaries with their commercial lenders ("Lenders") providing Senior Debt (such financing agreements being referred to herein as the "Senior Debt Documents") from making any payments of any portion of the repurchase price for the Shares in cashis bound, (a) the Company shall be entitled entitled, but not obligated, to complete the repurchase of such Shares Shares, or other Common Stock or Common Stock Equivalents, by delivering tendering to the Stockholder (or any permitted transferee thereofPermitted Transferee pursuant to Section 3.1 hereof) (a) a check for that portion (if any) of the cash purchase price the payment of which is not so prohibited, and/or (b) a promissory note ("Note") for the portion entirety or balance of the repurchase cash purchase price, payment of which is prohibited to be made immediately, and (b) the Company will use reasonable efforts (including using reasonable efforts to obtain the necessary consents from the Company's and/or its Subsidiaries' Lenders) to pay the repurchase price as soon as permitted under such Senior Debt Documents or by waiver thereof following the repurchaseapplicable. Each such promissory note Note shall (i) bear interest at the rate of five percent (5%) per annum for the first year of such note, seven and one half percent (7.5%) per annum for the second year of such note and ten percent (10%) per annum for each year of such note thereafter until paid in fullPrime Rate, (ii) provide for the payment of the principal evidenced thereby in annual installments commencing one (1) year after such installments and at repurchase in such times amounts as are permitted by satisfactory to the Company's and its Subsidiaries' Lenderslenders, and (iii) be subordinated only to Senior Debt the Company's or any of the Company and its Subsidiaries provided by their Lenders under the Senior Debt Documents (including all interest, penalties, fees or other charges under the Senior Debt Documents governing such Senior Debt from time Subsidiaries' indebtedness to time) (the "Lender Indebtedness") its lenders on terms satisfactory to such Lenders and (iv) subject lenders. Notwithstanding anything to such payment and subordination provisionsthe contrary contained in this Agreement, provide for the payment in full entire principal balance of the principal Note and any accrued and unpaid interest evidenced thereby upon under the earlier to occur ofNote shall be due and payable upon: (xi) repayment in full of all the Sale of the Lender Indebtedness Company or (ii) when the payment of such is no longer prohibited under the Company's financing agreements or indentures. Once all accrued but unpaid interest has been paid, the Company shall also periodically pay as much of the outstanding principal balance of the Note when the payment of such is no longer prohibited under the Company's financing agreements or indentures. While the Note will provide for annual payments, the Company shall test on a quarterly basis (using the Company's compliance certificates delivered under its financing agreements and indentures for the following periods: March 31, June 30, September 30, and December 31 of each year the Note is outstanding) to determine whether the Company will be permitted to make the interest and principal payments required by this paragraph. Each test shall be performed within ten (y10) adays of the availability of the financial data required. Once it has been determined that any payment of interest or principal is permitted, such payment(s) shall be made within ten (10) days of the completion of the test.

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 3Sections 2 or 3 hereof, if in the event that any payment by the Company of any portion of the purchase price for any securities that the Company is obligated or has elected to repurchase is, at the time such payment would otherwise be due hereunder, prohibited by the terms of any of the Company's or any of its Subsidiaries' financing agreements of with its lenders or any other contract to which the Company or any of its Subsidiaries with their commercial lenders ("Lenders") providing Senior Debt (such financing agreements being referred to herein as the "Senior Debt Documents") from making any payments of any portion of the repurchase price for the Shares in cashis bound, (a) the Company shall be entitled to complete the repurchase of such Shares securities by delivering tendering to the Stockholder (or any permitted transferee thereofpursuant to Section 3.1 hereof) (a) a check for that portion (if any) of the purchase price the payment of which is not so prohibited, and (b) a promissory note for the portion balance of the repurchase purchase price, payment of which is prohibited to be made immediately, and (b) the Company will use reasonable efforts (including using reasonable efforts to obtain the necessary consents from the Company's and/or its Subsidiaries' Lenders) to pay the repurchase price as soon as permitted under such Senior Debt Documents or by waiver thereof following the repurchase. Each such promissory note shall (i) bear interest at the rate of five percent (5%) per annum for the first year of such note, seven and one half percent (7.5%) per annum for the second year of such note and ten percent (10%) per annum for each year of such note thereafter until paid in fullImputed Rate, (ii) provide for the payment of the principal evidenced thereby in annual installments commencing one (1) year after such installments and at repurchase in such times amounts as are permitted by satisfactory to the Company's and its Subsidiaries' Lenderslenders, (iii) be subordinated only to Senior Debt the Company's or any of the Company and its Subsidiaries provided by their Lenders under the Senior Debt Documents (including all interest, penalties, fees or other charges under the Senior Debt Documents governing such Senior Debt from time Subsidiaries' indebtedness to time) (the "Lender Indebtedness") its lenders on terms satisfactory to such Lenders lenders and (iv) subject to such payment and subordination provisions, provide for that the payment in full of Company will prepay the principal and unpaid plus accrued interest evidenced thereby upon the earlier to occur of: under such note, or such portion thereof as can then be prepaid, at such time as (x) repayment in full of all of cash is available or can then be borrowed under the Lender Indebtedness Company's then lending facility and (y) asuch payment will not result in a default under any obligation for borrowed money.

CONTRACTUAL RESTRICTIONS ON REPURCHASE. Notwithstanding any provision to the contrary in Section 3Sections 2 or 3 hereof, if in the event that any payment by the Company of any portion of the purchase price for any Shares, or other Common Stock or Common Stock Equivalents, that the Company is obligated pursuant to the put to repurchase is, at the time such payment would otherwise be due hereunder, prohibited by the terms of any of the Company's or any of its Subsidiaries' financing agreements of or indentures with its lenders or creditors to which the Company or any of its Subsidiaries with their commercial lenders ("Lenders") providing Senior Debt (such financing agreements being referred to herein as the "Senior Debt Documents") from making any payments of any portion of the repurchase price for the Shares in cashis bound, (a) the Company shall be entitled entitled, but not obligated, to complete the repurchase of such Shares Shares, or other Common Stock or Common Stock Equivalents, by delivering tendering to the Stockholder (or any permitted transferee thereofPermitted Transferee pursuant to Section 3.1 hereof) (a) a check for that portion (if any) of the cash purchase price the payment of which is not so prohibited, and/or (b) a promissory note ("Note") for the portion entirety or balance of the repurchase cash purchase price, payment of which is prohibited to be made immediately, and (b) the Company will use reasonable efforts (including using reasonable efforts to obtain the necessary consents from the Company's and/or its Subsidiaries' Lenders) to pay the repurchase price as soon as permitted under such Senior Debt Documents or by waiver thereof following the repurchase-13- <PAGE> applicable. Each such promissory note Note shall (i) bear interest at the rate of five percent (5%) per annum for the first year of such note, seven and one half percent (7.5%) per annum for the second year of such note and ten percent (10%) per annum for each year of such note thereafter until paid in fullPrime Rate, (ii) provide for the payment of the principal evidenced thereby in annual installments commencing one (1) year after such installments and at repurchase in such times amounts as are permitted by satisfactory to the Company's and its Subsidiaries' Lenderslenders, and (iii) be subordinated only to Senior Debt the Company's or any of the Company and its Subsidiaries provided by their Lenders under the Senior Debt Documents (including all interest, penalties, fees or other charges under the Senior Debt Documents governing such Senior Debt from time Subsidiaries' indebtedness to time) (the "Lender Indebtedness") its lenders on terms satisfactory to such Lenders and (iv) subject lenders. Notwithstanding anything to such payment and subordination provisionsthe contrary contained in this Agreement, provide for the payment in full entire principal balance of the principal Note and any accrued and unpaid interest evidenced thereby upon under the earlier to occur ofNote shall be due and payable upon: (xi) repayment in full of all the Sale of the Lender Indebtedness Company or (ii) when the payment of such is no longer prohibited under the Company's financing agreements or indentures. Once all accrued but unpaid interest has been paid, the Company shall also periodically pay as much of the outstanding principal balance of the Note when the payment of such is no longer prohibited under the Company's financing agreements or indentures. While the Note will provide for annual payments, the Company shall test on a quarterly basis (using the Company's compliance certificates delivered under its financing agreements and indentures for the following periods: March 31, June 30, September 30, and December 31 of each year the Note is outstanding) to determine whether the Company will be permitted to make the interest and principal payments required by this paragraph. Each test shall be performed within ten (y10) adays of the availability of the financial data required. Once it has been determined that any payment of interest or principal is permitted, such payment(s) shall be made within ten (10) days of the completion of the test. 5.2