Common use of Distributions; Capital Change; Restricted Investments Clause in Contracts

Distributions; Capital Change; Restricted Investments. No US Borrower nor any of its Subsidiaries shall: (a) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable), any Distributions, except, without duplication: (i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to the Dollar Equivalent of $40,000,000; (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or (c) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. No US Borrower Neither the Loan Party nor any of its Subsidiaries shall: shall (ai) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any DistributionsDistribution, except, without duplication: (i) except Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US the Borrower by its SubsidiariesSubsidiaries and, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) so long as no Default or Event of Default exists under Section 9.1(a)has occurred and is continuing or would result therefrom, (By) Distributions to the Parent Guarantor to make scheduled payments of interest on the Senior Notes and scheduled payments of principal and interest on the Subordinated Debt or to effect the Redemption as expressly permitted by the terms of SCHEDULE 9.14 hereto, and (z) Distributions by the Parent Guarantor constituting up to 100% of the net proceeds raised from the sale of additional common Capital Stock of the Parent Guarantor to redeem (in whole or in part) the Senior Notes, and Distributions of additional common Capital Stock of the Parent Guarantor to make an acquisition of the property or Capital Stock of any other Person, and Distributions constituting up to 75% of the net proceeds raised from the sale of common Capital Stock of the Parent Guarantor to make an acquisition of the property or Capital Stock of any other Person, so long as in each such case no Material Adverse Effect could reasonably be expected to result therefrom and no Default or Event of Default exists has occurred and is continuing or would result therefrom (and the Agent and the Majority Lender will not unreasonably withhold their consent to the creation of a Subsidiary in the observance or performance of any connection therewith if all of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (Crequirements of SECTION 6.2(d) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(awill be complied with), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to the Dollar Equivalent of $40,000,000; (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or Effect or (ciii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. No US Borrower Neither Parent, nor the Borrower, nor any of its their Subsidiaries shall: shall (ai) directly or indirectly declare or make, or incur any liability to make make, any Distribution, except: (a) Distributions to the Borrower by its Subsidiaries; (b) Distributions by Parent’s or the Borrower’s foreign Subsidiaries to other foreign Subsidiaries; (c) Distributions by Borrower to Parent in an amount not to exceed the payment of dividends (then due or accrued) on the Preferred Stock so long as: (i) no Event of Default shall exist or would result therefrom and (ii) such Distribution does not violate the terms relating to Restricted Payments (as defined in Exhibit F), as such terms were in existence at the time of the High Yield Notes’ initial issuance, without giving effect to any consent to such Distribution or waiver of a Default or Event of Default (as defined in Exhibit F) arising out of any such Distribution by the trustee under the Indenture (the “Indenture Distribution Terms”); (d) Distributions, not otherwise permitted hereunder, to any domestic Subsidiary by any of its Subsidiaries, so long as a Distribution of equal amount is made to the Borrower by one of its Subsidiaries within two (2) Business Days of the initial Distribution; (e) Distributions by Borrower in an amount sufficient to repurchase Capital Stock (of Parent or Borrower) from current or former officers, directors or employees of Borrower or Parents as applicable pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of Parent or Borrower, as applicable under which such individuals purchase or sell, or are granted the option to purchase or sell, Capital Stock; provided, however, that nothing herein (1) the aggregate amount of such repurchases shall prevent the US Borrowers or not exceed $10,000,000 in any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities calendar year and contingent Obligations not accrued and payable), any Distributions, except, without duplication: (i2) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) repurchase, no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no other Default or Event of Default shall have occurred and be continuing at (or result therefrom); (f) Distributions by Parent in the time form of the conversion of its convertible Debt into Capital Stock of Parent or after giving effect to the making conversion of any such Distribution, the Capital Stock of Parent into another class of its Capital Stock; (iig) Total Excess Availability Distributions by Parent consisting of regularly scheduled payment of dividends (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such daythen due or accrued) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient Preferred Stock so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor long as: (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year no Event of Default shall exist or would result therefrom and (ii) for costs such Distribution does not violate the Indenture Distribution Terms; and expenses associated (h) Distributions by Parent in the form of cash payments in lieu of fractional shares in connection with any Distribution of Capital Stock permitted hereunder (“Fractional Share Payments”) and Distributions by Borrower to Parent to permit Parent to make such Fractional Share Payment; (i) Distributions by Parent or Borrower consisting of the issuance repurchase of Debt and equity permitted by this Agreement; providedCapital Stock to the extent such repurchase is deemed to occur upon a cashless exercise of stock options, that in each case (A) restricted stock units or warrants, so long as no Default or Event of Default shall have occurred and be continuing and exist or would result therefrom; (Bj) Distributions by Parent with respect to clause the repurchase or redemption, and Distributions by Borrower to Parent to permit Parent to repurchase or redeem, for nominal consideration, preferred stock purchase rights issued in connection with any shareholder rights plan of Parent, so long as no Event of Default shall exist or would result therefrom; and (k) Distributions by Borrower to Parent (i) consisting of Permitted Tax Payments, or (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions for corporate overhead expenses in an aggregate amount not to exceed $12,500,000the limitations set forth in the High Yield Notes or the Indenture; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to except as specifically provided in the Dollar Equivalent definition of $40,000,000; (b) “Approved Restructuring,” make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or or (ciii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. No US Neither such Borrower nor any of its Subsidiaries shall: shall (ai) directly or indirectly declare or make, or incur any liability to make make, any Distribution (providedor similar distribution or act, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations if not accrued and payablea corporation), any Distributions, except, without duplication: except (ix) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock(or similar distributions or acts, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; (iinot a corporation) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and (y) Distributions to contemplated or required under the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive Equity Agreements and (Cz) UK Availability is greater than repurchases of shares or equal options to £4,000,000; (iii) payments to repurchase or retire any Capital Stock purchase shares of capital stock of the Parent Guarantor made from employees or former employees of a Borrower or any Subsidiary pursuant to departed employees, officers agreements or directors plans approved by the governing body of any Credit Party not such Borrower under which such individuals purchase or sell or are granted the option to exceed $2,000,000 purchase or sell shares of such capital stock in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 1,000,000 in any each Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this AgreementYear; provided, that in each case with respect to clauses (y) and (z), (A) no Default or Event of Default shall have occurred and be continuing and on the date of any such Distribution or repurchase or would be caused as a result thereof, (B) with respect to clause (ii)as of the date of such Distribution or repurchase, there is Total Excess Availability of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default the Borrowers shall have occurred and is continuing made all payments of principal in respect of the Term Loans required under the first sentence of Section 3.3 (without giving effect to the conditions set forth in the proviso to such sentence) and (iiC) the Fixed Charge Coverage Ratio for the period of four consecutive fiscal quarters of the Parent ended on the most recently ended fiscal quarter of the Parent on a pro forma basis after giving effect to any such distribution, Total Excess Availability is Distribution or repurchase (as if such Distribution or repurchase occurred on the last day of the most recently ended fiscal quarter of the Parent) must be equal to or greater than or equal 1.25:1.00 and the Parent shall have provided to the Dollar Equivalent Administrative Agent evidence satisfactory to the Administrative Agent of $40,000,000; satisfaction of such requirement, (bii) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or Effect or (ciii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. No US Borrower The Parent will not, nor will it permit any of its Subsidiaries shall: to, (a) directly or indirectly declare or makepay any dividends or make any distributions on its Capital Stock, the Convertible Trust Preferred Securities, or incur any liability to make the Convertible Preferred Debentures (providedother than dividends and distributions payable in its own Capital Stock) or redeem, howeverrepurchase, that nothing herein shall prevent the US Borrowers or otherwise acquire or retire any of their Subsidiaries from entering into its Capital Stock at any agreement subject time outstanding or the Convertible Preferred Debentures (each of such dividends, distributions, or other transactions with respect to appropriate conditions precedent providing for repayment such Person's Capital Stock, the Convertible Trust Preferred Securities, or the Convertible Preferred Debentures being referred to in full of all Obligations other than indemnities and contingent Obligations not accrued and payablethis Section as a "restricted payment"), any Distributions, except, without duplication: except that (i) Distributions any Subsidiary of the Parent may declare and pay dividends or make distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant the Parent or to Section 7.34; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary Parent which is not a Credit an Obligated Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any Parent may make the minimum cash distributions required according to the terms of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000Convertible Preferred Debentures, (iii) Total Excess Availability (on a pro forma basis giving effect TXI Capital Trust I may make the minimum cash restricted payments required according to the making of such Distribution) for each terms of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000Convertible Trust Preferred Securities, (iv) the Consolidated Total Debt Parent may accept shares of its Capital Stock in connection with the purchase of shares of its Capital Stock issued pursuant to Pro Forma EBITDA Ratio as of and in accordance with the most recent Fiscal Quarter end Parent's 1993 Stock Option Plan, and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) may make restricted payments with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions its Capital Stock in an aggregate amount not to exceed $12,500,000; provided, that (i) 7,000,000 in any Fiscal Year so long as no Default or Event of Default exists or would result therefrom and Availability shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal at all times during the last Fiscal Quarter ended prior to the Dollar Equivalent date of declaration of such restricted payment after the Closing Date have not been less than $40,000,000; 30,000,000, (b) make any change in its capital structure which could reasonably be expected have an adverse effect on the ability of the Obligated Parties to have a Material Adverse Effect; or perform any of their respective duties and obligations under any Loan Document or pay the Obligations when due, or (c) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. No US Borrower nor any of its Subsidiaries shall: (a) Such Loan Party shall not directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any DistributionsDistribution, except, without duplication:, (i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34among the Loan Parties; (ii) Distributions to a US by the Canadian Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to in the UK Borrower or a Wholly-owned Subsidiary form of the UK Borrower by its SubsidiariesTax Dividend, in each case other than a Distribution by a Credit Party to a Subsidiary which is provided that (x) the Lenders or the Agent have not a Credit Party; provided, in declared any or all of the case of any Distribution by Ravenstock to the US Borrowers (Obligations due and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a)payable, (By) no Default the Lenders have not terminated this Agreement or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive Commitments and (Cz) UK there is sufficient Availability if the Tax Dividend is greater than or equal to £4,000,000financed by the Revolving Loans; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 Distributions in the aggregate per Fiscal Year, with any unused an amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000Available Amount; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest during each Fiscal Year in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the an aggregate amount of not to exceed U.S.$4,000,000 during such payments Fiscal Year in order to reimburse any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine DebtParent Company for all administrative costs and expenses actually incurred by such Parent Company during such Fiscal Year, including organizational fees and expenses, legal fees and expenses and accounting fees and expenses; (v) Distributions to in connection with the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part payment of a consolidated, combined, unitary or similar groupSponsor Fees; (vi) Distributions in connection with the issuance redemption or repurchase of the Capital Stock of any US Borrower Loan Party held by officers, directors, consultants or employees or former officers, directors, consultants or employees of any Subsidiary Guarantor consisting Loan Party (or their transferees, estates or beneficiaries under their estates); provided that the aggregate cash consideration paid for all such redemptions or repurchases shall not exceed (x) U.S.$1,500,000 during any calendar year (with unused amounts being available to be used in the following calendar year, but not in any succeeding calendar year) plus (y) the net cash proceeds of common stock any “key-man” life insurance policies that have not been applied to the payment of Distributions pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultantsthis clause (vi); (vii) Distributions to any Parent Company not in excess of $4,500,000 in the aggregate to permit such Parent Guarantor (i) for overhead costs Company to pay reasonable fees and expenses not incurred in connection with any unsuccessful debt or equity offering by such Parent Company to exceed $2,000,000 per fiscal year the extent that the proceeds thereof were intended to be used for the benefit of the Canadian Borrower and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; andits Subsidiaries; (viii) The Canadian Borrower may make Distributions in an aggregate amount the form of Capital Stock of the Canadian Borrower; (ix) Noncash repurchases of Capital Stock deemed to occur upon exercise of stock options or similar equity incentive awards if such Capital Stock represent a portion of the exercise price of, or tax liability due with respect to, such options or similar equity incentive awards; or (x) Distributions not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to the Dollar Equivalent in excess of $40,000,000;4,000,000 in the aggregate to allow any Parent Company to make payments in cash, in lieu of the issuance of fractional shares, upon the exercise of warrants or upon the conversion or exchange of Capital Stock of any public entity that is a Loan Party or a Parent Company. (b) Such Loan Party shall not make any investment including any Acquisition, other than Permitted Investments; (c) Such Loan Party shall not make any change in its capital structure which could would reasonably be expected to have a Material Adverse Effect; or; (cd) make Notwithstanding anything to the contrary herein, the aggregate amount of Distributions that may be made to any Restricted InvestmentParent Company under 7.12(a)(iv), (vii) and (x) shall not exceed U.S.$5,500,000 per annum or U.S.$7,500,000 in the aggregate during the term of this Agreement.

Distributions; Capital Change; Restricted Investments. No US Neither the Borrower nor any of its Subsidiaries shall: shall (ai) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any Distributions, except, without duplication: (i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to the Dollar Equivalent of $40,000,000; (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or , or (ciii) make any Restricted Investment, except (A) Distributions to the Borrower by its Subsidiaries, (B) Distributions by the Borrower to SDI to reimburse SDI for out-of-pocket expenses incurred by SDI in the ordinary course of its business on an arm's length basis for the benefit of the Borrower that are expenses that ordinarily would have been paid by the Borrower if SDI had not paid such expenses, (C) loans by the Borrower to SDI Canada in an aggregate amount outstanding not to exceed $5,000,000 (less the amount of Restricted Investments by SDI under SECTION 5.6(ii)(b) of the SDI Security Agreement), so long as the Borrower's Availability after giving effect to such loan exceeds ten percent (10%) of the Borrower's Availability (assuming Aggregate Revolver Outstandings of the Borrower are zero), (D) loans by the Borrower to the Mexican Subsidiaries in an aggregate amount outstanding not to exceed the Permitted Mexican Loan Amount (less the amount of Restricted Investments by SDI under SECTION 5.6(ii)(a) of the SDI Security Agreement), so long as the Borrower's Availability after giving effect to each such loan exceeds ten percent (10%) of the Borrower's Availability (assuming Aggregate Revolver Outstandings of the Borrower are zero), (E) Permitted Acquisitions by the Borrower, (F) advances to employees of Credit Parties for travel, relocation or other ordinary business expenses provided that the aggregate amount outstanding at any one time shall not exceed $20,000 per single employee and $250,000 in the aggregate for all employees, (G) advances to subcontractors and suppliers in the ordinary course of business not exceeding an aggregate outstanding amount of $500,000, (H) extensions of credit in the nature of receivables or notes arising from the sale of goods and services in the ordinary course of business, and (I) nonrecourse loans to holders of stock options of SDI, which loans were made solely for the purpose of enabling such holders to purchase shares of the common stock of SDI upon the exercise of such options and which loans are secured by some or all of such purchased shares, provided that the aggregate outstanding amount of all such loans does not at any time exceed $1,500,000.

Distributions; Capital Change; Restricted Investments. No US Neither such Borrower nor any of its Subsidiaries shall: shall (ai) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any Distributions, except, without duplication: (i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to the Dollar Equivalent of $40,000,000; (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or , or (ciii) make any Restricted Investment, except (A) Distributions to such Borrower by its Subsidiaries, (B) Distributions by the Borrowers to SDI to reimburse SDI for out-of-pocket expenses incurred by SDI in the ordinary course of its business on an arm's length basis for the benefit of the Borrowers that are expenses that ordinarily would have been paid by such Borrower if SDI had not paid such expenses, (C) loans by ISA to SDI Canada in an aggregate amount outstanding not to exceed $5,000,000 (less the amount of Restricted Investments by SDI under Section 5.6(ii)(b) of the SDI Security Agreement), so long as Aggregate Availability after giving effect to such loan exceeds ten percent (10%) of Aggregate Availability (assuming Aggregate Revolver Outstandings of the Borrowers are zero), (D) loans by a Borrower to the other Borrower, (E) loans by ISA to the Mexican Subsidiaries in an aggregate amount outstanding not to exceed the Permitted Mexican Loan Amount (less the amount of Restricted Investments by SDI under Section 5.6(ii)(a) of the SDI Security Agreement), so long as Aggregate Availability after giving effect to each such loan exceeds ten percent (10%) of Aggregate Availability (assuming Aggregate Revolver Outstandings of the Borrowers are zero), (F) Permitted Acquisitions by a Borrower, (G) advances to employees of Credit Parties for travel, relocation or other ordinary business expenses provided that the aggregate amount outstanding at any one time shall not exceed $20,000 per single employee and $250,000 in the aggregate for all employees, (H) advances to subcontractors and suppliers in the ordinary course of business not exceeding an aggregate outstanding amount of $500,000, (I) extensions of credit in the nature of receivables or notes arising from the sale of goods and services in the ordinary course of business, and (J) nonrecourse loans to holders of stock options of SDI, which loans were made solely for the purpose of enabling such holders to purchase shares of the common stock of SDI upon the exercise of such options and which loans are secured by some or all of such purchased shares, provided that the aggregate outstanding amount of all such loans does not at any time exceed $1,500,000.

Distributions; Capital Change; Restricted Investments. No US Borrower Neither Parent, nor the Borrower, nor any of its their Subsidiaries shall: shall (ai) directly or indirectly declare or make, or incur any liability to make make, any Distribution, except: (a) Distributions to the Borrower by its Subsidiaries; (b) Distributions by Parent’s or the Borrower’s foreign Subsidiaries to other foreign Subsidiaries; (c) Distributions by Borrower to Parent in an amount not to exceed the payment of dividends (then due or accrued) on the Preferred Stock so long as: (y) no Event of Default shall exist or would result therefrom and (z) such Distribution does not violate the terms relating to Restricted Payments (as defined in Exhibit F), as such terms were in existence at the time of the High Yield Notes’ initial issuance, without giving effect to any consent to such Distribution or waiver of a Default or Event of Default (as defined in Exhibit F) arising out of any such Distribution by the trustee under the Indenture (the “Indenture Distribution Terms”); (d) Distributions, not otherwise permitted hereunder, to any domestic Subsidiary by any of its Subsidiaries, so long as a Distribution of equal amount is made to the Borrower by one of its Subsidiaries within two (2) Business Days of the initial Distribution; (e) Distributions by Borrower in an amount sufficient to repurchase Capital Stock (of Parent or Borrower) from current or former officers, directors or employees of Borrower or Parents as applicable pursuant to the terms of agreements (including employment agreements) or plans (or amendments thereto) approved by the Board of Directors of Parent or Borrower, as applicable under which such individuals purchase or sell, or are granted the option to purchase or sell, Capital Stock; provided, however, that nothing herein (y) the aggregate amount of such repurchases shall prevent the US Borrowers or not exceed $10,000,000 in any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities calendar year and contingent Obligations not accrued and payable), any Distributions, except, without duplication: (iz) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) repurchase, no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no other Default or Event of Default shall have occurred and be continuing at (or result therefrom); (f) Distributions by Parent in the time form of the conversion of its convertible Debt into Capital Stock of Parent or after giving effect to the making conversion of any such Distribution, the Capital Stock of Parent into another class of its Capital Stock; (iig) Total Excess Availability Distributions by Parent consisting of regularly scheduled payment of dividends (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such daythen due or accrued) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, Preferred Stock so long as: (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (Ay) no Default or Event of Default shall have occurred and be continuing exist or would result therefrom and (Bz) such Distribution does not violate the Indenture Distribution Terms; and (h) Distributions by Parent in the form of cash payments in lieu of fractional shares in connection with any Distribution of Capital Stock permitted hereunder (“Fractional Share Payments”) and Distributions by Borrower to Parent to permit Parent to make such Fractional Share Payment; (i) Distributions by Parent or Borrower consisting of the repurchase of Capital Stock to the extent such repurchase is deemed to occur upon a cashless exercise of stock options, restricted stock units or warrants, so long as no Event of Default shall exist or would result therefrom; (j) Distributions by Parent with respect to clause the repurchase or redemption, and Distributions by Borrower to Parent to permit Parent to repurchase or redeem, for nominal consideration, preferred stock purchase rights issued in connection with any shareholder rights plan of Parent, so long as no Event of Default shall exist or would result therefrom; and (ii), there is Total Excess Availability of at least $40,000,000; and (viiik) Distributions by Borrower to Parent (y) consisting of Permitted Tax Payments, or (z) for corporate overhead expenses in an aggregate amount not to exceed $12,500,000the limitations set forth in the High Yield Notes or the Indenture; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to except as specifically provided in the Dollar Equivalent definition of $40,000,000; (b) “Approved Restructuring,” make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or or (ciii) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. No US Borrower nor any None of its Subsidiaries shall: the Loan Parties shall (a) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any DistributionsDistribution, except, without duplication: except (i) Distributions by a Loan Party to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; another Loan Party or (ii) Distributions to a US Borrower so long as no Event of Default then exists or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: would result therefrom (A) no Default repurchases by the Parent of shares of its capital stock (or Event of Default exists under Section 9.1(a)options or warrants therefor) in the open market pursuant to the Parent's buy-back plan announced in September 1998 and modified in December 2000, (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment additional repurchases by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit shares of its employees, officers, directors and consultants; capital stock (viior options or warrants therefor) Distributions to in the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions open market in an aggregate amount not to exceed $12,500,000; provided5,000,000 during any Fiscal Year, that (iC) no Default repurchases by the Parent of shares of its capital stock (or Event options or warrants therefor) in order to permit 401(K) or other similar Plans maintained for employees of Default shall have occurred and is continuing the Parent or any Subsidiary of the Parent to repurchase shares from participants (or former participants) in such Plans, and (iiD) repurchases by the Parent of shares of its capital stock (or options and warrants therefor) from Persons leaving their employment with the Parent or any Subsidiary of the Parent in an aggregate amount not to exceed $5,000,000 during any Fiscal Year, so long as, after giving effect to any such distributionrepurchase pursuant to clauses (A), Total Excess (B), (C) or (D) preceding, Availability is greater than or equal (without regard to the Dollar Equivalent Maximum Revolver Amount) is not less than $15,000,000 plus the minimum Availability (without regard to the Maximum Revolver Amount, but after giving effect to any Borrowings that would be necessary to pay any accounts payable of $40,000,000; the Loan Parties that have not been paid before the later of (a) 45 days [or 60 days in the case of accounts payable owing to Resin vendors] after their respective invoice dates or (b) their respective agreed upon due dates) then required under Section 7.20, (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or Effect or (c) make or maintain any Restricted InvestmentInvestment after the date hereof, other than (i) Permitted Acquisitions, (ii) Restricted Investments in or to any Loan Party, (iii) transfers of two geomembrane extrusion lines acquired in the acquisition of Serrot International, Inc. to a foreign subsidiary or subsidiaries of the Parent, (iv) Restricted Investments in or to Subsidiaries of the Parent that are not Loan Parties in an aggregate amount (net of any accounts payable of any Loan Party to any such Subsidiary) outstanding at any time not to exceed $56,500,000, or (v) other Restricted Investments (other than those described in clause (iv) preceding) in an aggregate amount not to exceed $1,000,000 outstanding at any time.

Distributions; Capital Change; Restricted Investments. No US Borrower Neither Holdings nor any of its Subsidiaries Borrower shall:, nor shall they permit any Subsidiary to, (a) directly or indirectly declare or make, or incur make any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable), any DistributionsDistribution, except, without duplication:, (i) Distributions by a Loan Party to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34another Loan Party; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), provided that at the time of both before and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a)the proposed Distribution the Fixed Coverage Charge Ratio is at least 1.0 to 1.0, (B) no Default or Event of Default exists in and the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date50,000,000, Distributions by Mobile Services Parent or Holdings to Intermediary, and by Intermediary any direct or indirect parent of Parent to the Parent Guarantor permit such Person to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) make Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,00025,000,000, (B) in an additional aggregate amount not to exceed the sum of (1) $5,000,000 for each full Fiscal Quarter during the term of this Agreement (with any amount not used in any Fiscal Quarter being permitted to be used in succeeding Fiscal Quarters) plus (2) an amount equal to 50% of Parent’s cumulative Consolidated Net Income (or, if Consolidated Net Income is negative, minus 100% thereof), taken as one accounting period, since the Closing Date, (C) in an additional aggregate amount not to exceed 100% of the aggregate net cash proceeds received by Parent after the Closing Date from the issue or sale of Capital Stock of Parent (excluding Disqualified Stock and Permitted Cure Securities), or upon exercise of warrants or options (other than an issuance or sale to a Subsidiary of Parent or an employee stock ownership plan or trust established by Parent or any of its Subsidiaries), and (D) in an additional aggregate amount not to exceed an amount equal to 100% of the aggregate amount of cash contributions to the capital of Parent received after the Closing Date (other than Disqualified Stock and Permitted Cure Securities); providedand provided that before and after giving effect to any of the foregoing Distributions, that no Default or Event of Default exists or will occur; (iiii) so long as no Default or Event of Default shall have occurred then exist or result therefrom, the repurchase, retirement or other acquisition for value of Capital Stock of Parent or any direct or indirect parent of Parent held by any future, present or former employee, director or consultant of Parent, or any direct or indirect parent of Parent or any Subsidiary of Parent pursuant to any management equity plan or stock option plan or any other management or employee benefit plan or other agreement or arrangement; provided, however, that the aggregate amounts paid under this clause (iii) do not exceed $10,000,000 in any calendar year (with unused amounts in any calendar year being permitted to be carried over for the next succeeding calendar year); provided further, however, that such amount in any calendar year may be increased by an amount not to exceed: (A) the cash proceeds received by Parent or any Subsidiary from the sale of Capital Stock of Parent or any direct or indirect parent of Parent (to the extent contributed to Parent) to members of management, directors or consultants of Parent and is continuing its Subsidiaries or any direct or indirect parent of Parent that occurs after the Closing Date (provided, however, that the amount of such cash proceeds utilized for any such repurchase, retirement or other acquisition will not increase the amount available for Distributions under clause (a)(ii) above); plus (B) the cash proceeds of key man life insurance policies received by Parent or any direct or indirect parent of Parent (to the extent contributed to Parent) or its Subsidiaries after the Closing Date (provided, however, that Parent may elect to apply all or any portion of the aggregate increase contemplated by clauses (A) and (iiB) after giving effect above in any calendar year and, to the extent any payment described under this clause (iii) is made by delivery of Indebtedness and not in cash, such distributionpayment shall be deemed to occur only when, Total Excess Availability and to the extent, the obligor on such Indebtedness makes payments with respect to such Indebtedness); (iv) repurchases of Capital Stock deemed to occur upon exercise of stock options or warrants if such Capital Stock represents a portion of the exercise price of such options or warrants; (v) any Subsidiary of Parent that is greater than not a Wholly-Owned Subsidiary may pay cash Distributions to its shareholders or partners generally, so long as Parent or its respective Subsidiary which owns the Capital Stock in the Subsidiary paying such Distributions receives at least its proportionate share thereof (based upon its relative holdings of Capital Stock in the Subsidiary paying such Distributions and taking into account the relative preferences, if any, of the various classes of Capital Stock in such Subsidiary or the terms of any agreements applicable thereto); (vi) Holdings or Parent may pay Distributions with respect to its common stock or ordinary shares payable solely in additional common stock or ordinary shares; (vii) Distributions by Parent or Holdings in amounts equal to the Dollar Equivalent amounts required for any direct or indirect parent of Parent to pay fees and expenses (including franchise or similar taxes) required to maintain its existence, customary salary, bonus and other benefits payable to, and indemnity provided on behalf of, officers and employees of any direct or indirect parent of Parent, and general corporate overhead expenses of any direct or indirect parent of Parent, in each case to the extent such fees, expenses, salaries, bonuses, benefits and indemnities are attributable to the ownership or operation of Parent and its Subsidiaries; provided however, that any such Distributions or other amounts shall not exceed $40,000,0001,000,000 per year and shall be treated as operating expenses of Parent for purposes of determining Consolidated Net Income of Parent to the extent that the amounts payable by such direct or indirect parent would be treated as operating expenses if incurred by Parent; (viii) Distributions made on the Closing Date to effect the Transactions; (ix) Distribution of shares of Capital Stock of, or Indebtedness owed to Parent or a Subsidiary by, Unrestricted Subsidiaries; (x) Distributions to any direct or indirect parent company of Parent that files a consolidated U.S. federal tax return that includes Parent and its Subsidiaries in an amount not to exceed the amount that Parent and its Subsidiaries would have been required to pay in respect of federal, state or local taxes (as the case may be) in respect of such year if Parent and its Subsidiaries paid such taxes directly as a stand-alone taxpayer (or stand-alone group); and (xi) payments or Distributions by Holdings, Parent or any Subsidiary to allow such entity to make payments of cash, in lieu of the issuance of fractional shares upon the exercise of warrants or upon the conversion or exchange of Capital Stock of any such Person or of any direct or indirect parent of Parent; provided that the aggregate amount of such Distributions does not exceed $2,500,000. Any Distribution permitted by this clause (a) may be made directly by Parent or Holdings for the purposes identified therein or may be made by Parent to any direct or indirect Parent of Parent in order to permit such Person to make the payments identified therein. (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or (c) make any Restricted Investment.

Distributions; Capital Change; Restricted Investments. No US Borrower Neither Fleetwood nor any of its Subsidiaries shall: (a) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any DistributionsDistribution, except, without duplication: except (i) Distributions to holders Holdings by any of Capital Stock consisting its Subsidiaries, Distributions to Retail by any of dividends payable in Capital Stockits Subsidiaries, and, only if such Capital Stock or Distributions by any FMC Borrower or FRC Borrower to another FMC Borrower or FRC Borrower which is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; its parent; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) so long as no Default or Event of Default exists under has occurred and is continuing on the date of the payment thereof, both before and after giving effect to such payment, the Borrowers may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 9.1(a)7.13(h) or retain management fees to the extent permitted to be paid pursuant to Section 7.26) to pay, and Fleetwood may pay, a cash Dividend on the common stock of Fleetwood in aggregate amounts not in excess of $.04 per share of its outstanding common stock in any Fiscal Quarter; (Biii) so long as no Default or Event of Default exists in has occurred and is continuing on the observance or performance of any date of the covenants payment thereof, both before and agreements contained in after giving effect to such payment, the Borrowers may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 7.23 through 7.13(h) or retain management fees to the extent permitted pursuant to Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii7.29 hereof; (iv) subject to the subordination provisions contained in each of the Subordinated Debentures, the New Subordinated Debentures and the 2003 Subordinated Debentures, as applicable, Fleetwood may make payments in respect of the Subordinated Debentures, the New Subordinated Debentures and the 2003 Subordinated Debentures, and Fleetwood Trust may make related Distributions in connection therewith, subject to the limitations of Section 7.29 hereof; (v) Subsidiaries of Fleetwood may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 7.13(h) or retain management fees to the extent permitted pursuant to Section 7.26) to pay when due (x) consolidated taxes, employee related expenses (including salaries, wages, bonuses, fringe benefits, health benefits, workers compensation insurance premiums and claims, retirement plan contributions and related expenses (including payments with respect to the COLI Policies), and manager’s in training reimbursements), marketing and product development, capital expenditures and products’ liability payments, in a manner consistent with past practices and (y) an additional aggregate amount in any Fiscal Year not to exceed $6,000,000 to fund other general corporate overhead and operating expenses; (vi) Subsidiaries of Fleetwood may pay management fees to Fleetwood consistent with those agreements in existence on the Closing Date; and (vii) Fleetwood Trust may acquire the Trust Securities in an exchange to the extent permitted by Section 7.29; (viii) Borrowers may make Distributions to Fleetwood or any Excluded Subsidiary of assets or proceeds of sales of assets to the extent such assets do not in either case constitute Collateral; provided that at the time Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive ; and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (Bix) with respect to clause (iiany Debt incurred pursuant to Section 7.13(m), there is Total Excess Availability the proceeds of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; providedwhich were received by any Borrower from Fleetwood, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal Borrower may prepay such Debt pursuant to and subject to the Dollar Equivalent limitations of $40,000,000Section 7.14(d) hereof; (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or (c) make any Restricted InvestmentInvestment other than Hedge Agreements with a Lender, except that (i) Fleetwood may make capital contributions to Holdings or Retail; (ii) any FMC Borrower may make contributions, loans or advances to any other FMC Borrower and any FRC Borrower may make contributions, loans or advances to any other FRC Borrower; (iii) any Borrower may make loans or advances to Fleetwood or any Subsidiary only to the extent permitted by Section 7.13; (iv) the FMC Borrowers may make loans or advances to the FRC Borrowers and the FRC Borrowers may make loans or advances to the FMC Borrowers; provided that the aggregate amount of all such loans and advances does not exceed $10,000,000 at any one time outstanding; (v) Retail may make advances to the Excluded Retail Subsidiaries for operating expenses that such Excluded Subsidiaries have an obligation to reimburse; provided that the aggregate amount of all such advances outstanding at any time does not exceed $2,000,000; (vi) any Excluded Subsidiary may make contributions, loans or advances to any other Excluded Subsidiary; (vii) Fleetwood may make advances to the Excluded Subsidiaries for operating expenses that such Excluded Subsidiaries have an obligation to reimburse; provided that the aggregate amount of all such advances outstanding at any time does not exceed $2,000,000; (viii) Fleetwood may make capital contributions, loans or advances to the Excluded Subsidiaries in an aggregate amount not to exceed $4,000,000 during the term of this Agreement; (ix) Fleetwood may make advances to any Borrower after the Closing Date; and (x) Fleetwood may make additional capital contributions, loans or advances to the Excluded Subsidiaries (including Finance Co.) in excess of those permitted under clause (viii) hereof in an aggregate amount, during the term of this Agreement, not to exceed $50,000,000 plus (A) $10,000,000 from and after July 31, 2005 and (B) an additional $10,000,000 from and after July 31, 2006; provided that (x) the Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to such capital contribution, loan or advance and (y) the proceeds of any Restricted Investments in Finance Co. under this clause (x) are used by Finance Co. or any Financing Joint Venture primarily for the purpose of (I) funding loans to retail customers who are purchasing products manufactured by Fleetwood or its Subsidiaries from Fleetwood, Subsidiaries of Fleetwood or independent dealers who are, as of the date of the funding of the loan to the applicable retail customers, purchasing from Fleetwood or its Subsidiaries new products manufactured by Fleetwood or its Subsidiaries or (II) refinancing or restructuring loans to retail customers described in clause (I) of this clause (x).

Distributions; Capital Change; Restricted Investments. No US Borrower Neither any Obligor nor any of its Subsidiaries shall: Subsidiary shall (a) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any Distribution, except for Permitted Distributions, except, without duplication: (i) Distributions to holders of Capital Stock consisting of dividends payable in Capital Stock, and, only if such Capital Stock is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) no Default or Event of Default exists under Section 9.1(a), (B) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii)); provided that at the time of and after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (B) with respect to clause (ii), there is Total Excess Availability of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal to the Dollar Equivalent of $40,000,000; (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or , or (c) make any Restricted Investment. (h) By deleting Section 7.13 and replacing it with the following: Neither any Obligor nor any Subsidiary shall incur or maintain any Debt, other than, without duplication, the following (Debt permitted under this Section 7.13 is hereafter referred to as “Permitted Debt”): (a) the Obligations; (b) Debt described on Schedule 6.9; (c) Capital Leases of Equipment and purchase money secured Debt incurred to purchase or refinance the purchase of Equipment, provided that (i) Liens securing the same attach only to the Equipment acquired by the incurrence of such Debt and other Equipment the financing of which was provided by the same vendor, and (ii) the aggregate amount of such Debt (including Capital Leases) outstanding does not exceed $10,000,000 at any time; (d) any Refinancing by an Obligor or any Subsidiary of Debt incurred in accordance with clause (b) above; provided that (i) the principal amount of such Refinanced Debt is not increased, (ii) the Liens, if any, securing such Refinanced Debt do not attach to any assets in addition to those assets, if any, securing the Debt to be refinanced, (iii) no Person that is not an obligor or guarantor of such Debt shall become an obligor or guarantor of such Refinanced Debt; and (iv) the terms of such refunding, renewal or extension are no less favorable to the Obligors, the Agent or the Lenders than the original Debt; (e) intercompany Debt among the Borrowers and their Subsidiaries to the extent the Investment represented thereby is permitted under Section 7.10 and such Debt is subordinated to the repayment of the Obligations at least to the extent set forth in Section 13.5; (f) Debt incurred in connection with a Permitted Acquisition, to the extent permitted under the definition of Permitted Acquisition that consists of (i) Debt existing prior to the consummation of the Permitted Acquisition (and not incurred in contemplation thereof) that is permitted to be assumed by the Obligors pursuant to clause (c) above, and (ii) Debt acceptable to the Agent that is incurred in favor of the seller in such Permitted Acquisition as a portion of the purchase price for such Permitted Acquisition, including all Debt under non-compete arrangements entered into in connection with such Permitted Acquisition that is acceptable to the Agent; (g) Guaranties and other recourse obligations of any Borrower to any Person that provides financing (whether in the form of a loan or a lease transaction) to one or more customers of Borrowers in order to enable such customers to pay all or a portion of the purchase price for Inventory sold by one or more Borrowers to such customers in the ordinary course of business; (h) Debt incurred pursuant to the Senior Convertible Notes and the Senior Convertible Notes Indenture; and (i) other Debt, that is not secured by any Lien, in an aggregate amount outstanding at any time not to exceed $5,000,000; provided, that, such $5,000,000 limit shall not apply to Debt incurred at any time that Excess Availability is equal to or greater than $50,000,000 and Availability is equal to or greater than $30,000,000, regardless of whether at any later date Excess Availability is less than $50,000,000 or Availability is less than $30,000,000. (i) By deleting Section 7.14 and replacing it with the following:

Distributions; Capital Change; Restricted Investments. No US Borrower Neither Fleetwood nor any of its Subsidiaries shall: (a) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any DistributionsDistribution, except, without duplication: except (i) Distributions to holders Holdings by any of Capital Stock consisting of dividends payable in Capital Stockits Subsidiaries, and, only if such Capital Stock or Distributions by any Borrower to another Borrower which is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; its parent; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) so long as no Default or Event of Default exists under has occurred and is continuing on the date of the payment thereof, both before and after giving effect to such payment, the Borrowers may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 9.1(a)7.13(h) or retain management fees to the extent permitted to be paid pursuant to Section 7.26) to pay, and Fleetwood may pay, a cash Dividend on the common stock of Fleetwood in aggregate amounts not in excess of $.04 per share of its outstanding common stock in any Fiscal Quarter; (Biii) so long as no Default or Event of Default exists in has occurred and is continuing on the observance or performance of any date of the covenants payment thereof, both before and agreements contained in after giving effect to such payment, the Borrowers may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 7.23 through 7.13(h) or retain management fees to the extent permitted pursuant to Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii7.29 hereof; (iv) subject to the subordination provisions contained in each of the 1998 Subordinated Debentures and the 2003 Subordinated Debentures, as applicable, Fleetwood may make payments in respect of the 1998 Subordinated Debentures and the 2003 Subordinated Debentures, and Fleetwood Trust may make related Distributions in connection therewith, subject to the limitations of Section 7.29 hereof; (v) Subsidiaries of Fleetwood may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 7.13(h) or retain management fees to the extent permitted pursuant to Section 7.26) to pay when due (x) consolidated taxes, employee related expenses (including salaries, wages, bonuses, fringe benefits, health benefits, workers compensation insurance premiums and claims, retirement plan contributions and related expenses (including payments with respect to the COLI Policies), and manager’s in training reimbursements), marketing and product development, capital expenditures and products’ liability payments, in a manner consistent with past practices and (y) an additional aggregate amount in any Fiscal Year not to exceed $6,000,000 to fund other general corporate overhead and operating expenses; (vi) Subsidiaries of Fleetwood may pay management fees to Fleetwood consistent with those agreements in existence on the Closing Date; (vii) Fleetwood or the Fleetwood Trust may redeem, prepay, repurchase or otherwise acquire the 1998 Subordinated Debentures, the 2003 Subordinated Debentures and the Trust Securities (and pay the contemplated fees) to the extent permitted under Sections 7.14 and 7.29; (viii) Borrowers may make Distributions to Fleetwood or any Excluded Subsidiary of assets or proceeds of sales of assets to the extent such assets do not in either case constitute Collateral; provided that at the time Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to each such Distribution: (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive ; and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (Bix) with respect to clause (iiany Debt incurred pursuant to Section 7.13(m), there is Total Excess Availability the proceeds of at least $40,000,000; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; providedwhich were received by any Borrower from Fleetwood, that (i) no Default or Event of Default shall have occurred and is continuing and (ii) after giving effect to any such distribution, Total Excess Availability is greater than or equal Borrower may prepay such Debt pursuant to and subject to the Dollar Equivalent limitations of $40,000,000;Section 7.14(d) hereof. (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or (c) make any Restricted InvestmentInvestment other than Hedge Agreements with a Lender, except that (i) Fleetwood may make capital contributions to Holdings; (ii) any Borrower may make contributions, loans or advances to any other Borrower; (iii) any Borrower may make loans or advances to Fleetwood or any Subsidiary only to the extent permitted by Section 7.13; (iv) any Excluded Subsidiary may make contributions, loans or advances to any other Excluded Subsidiary; (v) Fleetwood may make capital contributions, loans or advances to the Excluded Subsidiaries; provided that the aggregate amount of all such capital contributions, loans and advances does not to exceed $15,000,000 for the period commencing on the Closing Date and ending on the Termination Date; and (vi) Fleetwood may make advances to any Borrower after the Closing Date.

Distributions; Capital Change; Restricted Investments. No US Borrower Neither Fleetwood nor any of its Subsidiaries shall: (a) directly or indirectly declare or make, or incur any liability to make (provided, however, that nothing herein shall prevent the US Borrowers or any of their Subsidiaries from entering into any agreement subject to appropriate conditions precedent providing for repayment in full of all Obligations other than indemnities and contingent Obligations not accrued and payable)make, any DistributionsDistribution, except, without duplication: except (i) Distributions to holders Holdings by any of Capital Stock consisting its Subsidiaries, Distributions to Retail by any of dividends payable in Capital Stockits Subsidiaries, and, only if such Capital Stock or Distributions by any FMC Borrower or FRC Borrower to another FMC Borrower or FRC Borrower which is Preferred Stock, such distribution of Preferred Stock is permitted pursuant to Section 7.34; its parent; (ii) Distributions to a US Borrower or a Wholly-owned Subsidiary of a US Borrower by its Subsidiaries, and Distributions to the UK Borrower or a Wholly-owned Subsidiary of the UK Borrower by its Subsidiaries, in each case other than a Distribution by a Credit Party to a Subsidiary which is not a Credit Party; provided, in the case of any Distribution by Ravenstock to the US Borrowers (and in the case of any other Distribution by a UK Credit Party to a US Credit Party), that at the time of and after giving effect to each such Distribution: (A) so long as no Default or Event of Default exists under has occurred and is continuing on the date of the payment thereof, both before and after giving effect to such payment, the Borrowers may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 9.1(a)7.13(h) or retain management fees to the extent permitted to be paid pursuant to Section 7.26) to pay, and Fleetwood may pay, a cash Dividend on the common stock of Fleetwood in aggregate amounts not in excess of $.04 per share of its outstanding common stock in any Fiscal Quarter; (Biii) so long as no Default or Event of Default exists in has occurred and is continuing on the observance or performance of any date of the covenants payment thereof, both before and agreements contained in after giving effect to such payment, the Borrowers may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 7.23 through 7.13(h) or retain management fees to the extent permitted pursuant to Section 7.26, inclusive and (C) UK Availability is greater than or equal to £4,000,000; (iii) payments to repurchase or retire any Capital Stock of the Parent Guarantor made to departed employees, officers or directors of any Credit Party not to exceed $2,000,000 in the aggregate per Fiscal Year, with any unused amount in any Fiscal Year carried over to the next Fiscal Year up to an aggregate principal amount not to exceed $6,000,000 in any Fiscal Year and Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to enable the Parent Guarantor to make the payments permitted pursuant to this Section 7.10(a)(iii7.29 hereof; (iv) subject to the subordination provisions contained in each of the Subordinated Debentures, the New Subordinated Debentures, and the 2003 Subordinated Debentures, as applicable, Fleetwood may make payments in respect of the Subordinated Debentures, the New Subordinated Debentures, and the 2003 Subordinated Debentures, and Fleetwood Trust may make related Distributions in connection therewith, subject to the limitations of Section 7.29 hereof; (v) Subsidiaries of Fleetwood may make Distributions to Fleetwood (or make intercompany loans permitted to be paid pursuant to Section 7.13(h) or retain management fees to the extent permitted pursuant to Section 7.26) to pay when due (x) consolidated taxes, employee related expenses (including salaries, wages, bonuses, fringe benefits, health benefits, workers compensation insurance premiums and claims, retirement plan contributions and related expenses (including payments with respect to the COLI Policies), and manager’s in training reimbursements), marketing and product development, capital expenditures and products’ liability payments, in a manner consistent with past practices and (y) an additional aggregate amount in any Fiscal Year not to exceed $6,000,000 to fund other general corporate overhead and operating expenses; (vi) Subsidiaries of Fleetwood may pay management fees to Fleetwood consistent with those agreements in existence on the First Amendment and Restatement- Date; (vii) Fleetwood Trust may acquire the Trust Securities in an exchange to the extent permitted by Section 7.29; (viii) Borrowers may make Distributions to Fleetwood or any Excluded Subsidiary of assets or proceeds of sales of assets to the extent such assets do not in either case constitute Collateral; provided that at the time Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to each such Distribution: ; (i) no Default or Event of Default exists under Section 9.1(a), (ii) no Default or Event of Default exists in the observance or performance of any of the covenants and agreements contained in Section 7.23 through Section 7.26, inclusive and (iii) Total Excess Availability is greater than or equal to the Dollar Equivalent of $30,000,000; (iv) on and after the second anniversary of the Closing Date, Distributions by Mobile Services to Intermediary, and by Intermediary to the Parent Guarantor to finance the payment by the Parent Guarantor of cash interest in respect of the Mezzanine Debt pursuant to the Mezzanine Notes so long as (i) no Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to the making of any such Distribution, (ii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution as if such Distribution was made on such day) on the day such Distribution is made and for each of the immediately preceding 30 days was greater than or equal to the Dollar Equivalent of $30,000,000, (iii) Total Excess Availability (on a pro forma basis giving effect to the making of such Distribution) for each of the 30 days immediately following the day such Distribution is made is projected to be greater than or equal to the Dollar Equivalent of $30,000,000, (iv) the Consolidated Total Debt to Pro Forma EBITDA Ratio as of the most recent Fiscal Quarter end and adjusted on a pro forma basis to give effect to the making of any such Distribution shall not exceed 4.75, (v) any such Distribution would be permitted by the Senior Unsecured Note Indenture, (vi) a Responsible Officer delivers a certificate to the Administrative Agent certifying compliance with the above requirements prior to making any such Distribution and (vii) the aggregate amount of such payments in any fiscal year does not exceed an amount equal to 10% of the accreted value of the Mezzanine Debt; (v) Distributions to the Parent Guarantor sufficient so that the Parent Guarantor can pay any Taxes that are due and payable by the Parent Guarantor or by the US Borrowers and their Subsidiaries as part of a consolidated, combined, unitary or similar group; (vi) the issuance of Capital Stock of any US Borrower or any Subsidiary Guarantor consisting of common stock pursuant to a directors and officers or employee stock option or grant or similar equity plan or 401(k) plans of Borrower for the benefit of its employees, officers, directors and consultants; (vii) Distributions to the Parent Guarantor (i) for overhead costs and expenses not to exceed $2,000,000 per fiscal year and (ii) for costs and expenses associated with the issuance of Debt and equity permitted by this Agreement; provided, that in each case (A) no Default or Event of Default shall have occurred and be continuing and (Bix) with respect to clause (iiany Debt incurred pursuant to Section 7.13(m), there is Total Excess Availability the proceeds of at least $40,000,000which were received by any Borrower from Fleetwood, any such Borrower may prepay such Debt pursuant to and subject to the limitations of Section 7.14(d) hereof; and (viii) Distributions in an aggregate amount not to exceed $12,500,000; provided, that (i) no Default or Event of Default shall have occurred and is continuing and (iix) after giving effect with respect to any Debt required to be prepaid or Distributions required to be made, in each case, in accordance with Section 7.9(f)(ii) or Section 7.9(f)(iii), the proceeds of any FRC Disposition or any Finance Co. Disposition (x) may be distributed by Fleetwood or any Subsidiary thereof to Fleetwood or any Subsidiary thereof and (y) may be used to prepay such distribution, Total Excess Availability is greater than Floor Plan Debt or equal to the Dollar Equivalent Debt outstanding under any Warehouse Lines of $40,000,000;Credit. (b) make any change in its capital structure which could reasonably be expected to have a Material Adverse Effect; or (c) make any Restricted InvestmentInvestment other than Hedge Agreements with a Lender, except that (i) Fleetwood may make capital contributions to Holdings or Retail; (ii) any FMC Borrower may make contributions, loans or advances to any other FMC Borrower and any FRC Borrower may make contributions, loans or advances to any other FRC Borrower; (iii) any Borrower may make loans or advances to Fleetwood or any Subsidiary only to the extent permitted by Section 7.13; (iv) the FMC Borrowers may make loans or advances to the FRC Borrowers and the FRC Borrowers may make loans or advances to the FMC Borrowers; provided that the aggregate amount of all such loans and advances does not exceed $10,000,000 at any one time outstanding; (v) Retail may make advances to the Excluded Retail Subsidiaries for operating expenses that such Excluded Subsidiaries have an obligation to reimburse; provided that the aggregate amount of all such advances outstanding at any time does not exceed $2,000,000; (vi) any Excluded Subsidiary may make contributions, loans or advances to any other Excluded Subsidiary; (vii) Fleetwood may make advances to the Excluded Subsidiaries for operating expenses that such Excluded Subsidiaries have an obligation to reimburse; provided that the aggregate amount of all such advances outstanding at any time does not exceed $2,000,000; (viii) Fleetwood may make capital contributions, loans or advances to the Excluded Subsidiaries in an aggregate amount not to exceed $4,000,000 for the period commencing on the First Amendment and Restatement Date and ending on the Termination Date; (ix) Fleetwood may make advances to any Borrower after the Closing Date; and (x) Fleetwood may make additional capital contributions, loans or advances to the Excluded Subsidiaries (prior to any Finance Co. Disposition, including Finance Co., but otherwise excluding Finance Co.) in excess of those permitted under clause (viii) hereof in an aggregate amount, for the period commencing on the First Amendment and Restatement Date and ending on the Termination Date, not to exceed $50,000,000 plus (A) $10,000,000 from and after July 31, 2005 and (B) an additional $10,000,000 from and after July 31, 2006; provided that (x) the Flexibility Conditions are satisfied as of the date of and both before and immediately after giving effect to such capital contribution, loan or advance and (y) the proceeds of any Restricted Investments in Finance Co. under this clause (x) are used by Finance Co. or any Financing Joint Venture primarily for the purpose of (I) funding loans to retail customers who are purchasing products manufactured by Fleetwood or its Subsidiaries from Fleetwood, Subsidiaries of Fleetwood or independent dealers who are, as of the date of the funding of the loan to the applicable retail customers, purchasing from Fleetwood or its Subsidiaries new products manufactured by Fleetwood or its Subsidiaries or (II) refinancing or restructuring loans to retail customers described in clause (I) of this clause (x).