Dividends and Restricted Payments. If (i) any Default or Event of Default has occurred and is existing under Section 11(a), 11(b), 11(g), 11(h) or 11(i) or (ii) as a result of the occurrence of any other Event of Default any of the Notes have been accelerated pursuant to Section 12, neither the Company nor any Subsidiary shall directly or indirectly declare or make, or incur any liability to make any Restricted Payments. If any Event of Default other than those specified in clause (i) of the immediately preceding sentence exists and the Notes have not been accelerated pursuant to Section 12, (A) the Company may only declare or make, or incur any liability to make, (x) cash distributions to its shareholders (or, after the Reorganization, its members, partners or other equity holders) during any fiscal year in an aggregate amount not to exceed the amount reasonably estimated to be necessary for the Company (or following the Reorganization, the REIT Entity) to maintain its status as a REIT under Sections 856 through 860 of the Code, and (y) cash distributions to its shareholders (or following the Reorganization, its members, partners or other equity holders) in an amount not to exceed the amount reasonably estimated to be necessary for the Company (or following the Reorganization, the REIT Entity) to avoid income or excise tax under the Code; provided, however, there shall not be any implied requirement that the Company (or following the Reorganization, the REIT Entity) utilize the dividend deferral options in Section 857(b)(9) or Section 858(a) of the Code, (B) any Subsidiary of the Company may declare or make, or incur any liability to make, cash distributions to permit the Company (or following the Reorganization, its members, partners or other equity holders) to make distributions of the type described in sub-clauses (x) and (y) of clause (A) above, only to the extent such Subsidiary is required to make such distributions pursuant to the organizational documents of such Subsidiary, and (C) any Subsidiary of the Company that is intended to be treated as a REIT under the Code may declare or make, or incur any liability to make, cash distributions of the type described in sub-clauses (x) and (y) of clause (A) above with respect to such Subsidiary’s REIT status and taxation. Notwithstanding anything to the contrary in this Section 10.7, (i) Subsidiaries may make Restricted Payments to the Company, to other Subsidiaries and to any Person owning Equity Interests in such Subsidiary ratably in acc...

Dividends and Restricted Payments. Effective as of the date hereof, Section 7.02(i) of the Credit Agreement is hereby amended and restated in its entirety as follows:

Dividends and Restricted Payments. (i) Declare, pay or make any dividend or distribution on any Equity Interests of any Loan Party (other than dividends or distributions payable in its stock, or split-ups or reclassifications of its stock) or apply any of its funds, property or assets to the purchase, redemption or other retirement of any Equity Interest, or of any options to purchase or acquire any Equity Interest of any Loan Party; or (ii) make any Restricted Payment, except that the following shall be permitted: (A) any Loan Party may pay or make any such dividend or distribution to its respective equity holder so long as such equity holder is a Loan Party; (B) if the Restricted Action Requirements have been met, the Loan Parties shall be permitted to make such dividends or distributions or Restricted Payments (other 268323208 than any Restricted Payment consisting of voluntary cash contributions to any pension plan) and (C) to the extent, both before and after giving effect thereto, the Loan Parties satisfy clause (a) of the definition of Restricted Action Requirements, the Loan Parties shall be permitted to make Restricted Payments consisting of voluntary cash contributions by any Loan Party to any pension plan. With respect to tax distributions permitted pursuant to this Section, in the event (x) the actual distribution to members made pursuant to this Section exceeds the actual income tax liability of any member due to such Loan Party's status as a limited liability company, or (y) if such Loan Party was a subchapter C corporation, such Loan Party would be entitled to a refund of income taxes previously paid as a result of a tax loss during a year in which such Loan Party is a limited liability company, then the members shall repay such Loan Party the amount of such excess or refund, as the case may be, no later than the date the annual tax return must be filed by such Loan Party (without giving effect to any filing extensions). In the event such amounts are not repaid in a timely manner by any member, then such Loan Party shall not pay or make any distribution with respect to, or purchase, redeem or retire, any membership interest of such Loan Party held or controlled by, directly or indirectly, such member until such payment has been made.

Dividends and Restricted Payments. Each of the Loan Parties shall not, and shall not permit any of its Subsidiaries to, make or pay, or agree to become or remain liable to make or pay, any dividend or other distribution of any nature (whether in cash, property, securities or otherwise) on account of or in respect of its shares of capital stock, partnership interests or limited liability company interests or on account of the purchase, redemption, retirement or acquisition of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests, except (i) dividends or other distributions payable to another Loan Party, (ii) dividends on or redemptions or repurchases of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests the aggregate amount of which does not exceed in any fiscal year of Borrower fifty percent (50%) of the reported fiscal year consolidated net earnings of Borrower and its Subsidiaries for such fiscal year ; provided, however, that the Loan Parties shall be permitted to make dividends on and redemptions or repurchases of its shares of capital stock (or warrants, options or rights therefor), partnership interests or limited liability company interests in an unlimited amount if for at least ninety (90) days prior to each such dividend, redemption, and repurchase, and after giving effect thereto, (A) Borrower shall have at least $75,000,000 of unencumbered cash or Cash Equivalent showing on its consolidated balance sheet, and (B) no Revolving Facility Usage (other than by way of Letters of Credit utilized in the ordinary course of the business of the Loan Parties) shall have occurred.

Dividends and Restricted Payments. Pledgor will not declare or pay any dividends or make any other payment or distribution (in cash, property, or obligations) on account of any Collateral, or redeem, purchase, retire, or otherwise acquire any of the Collateral, or set apart any money for a sinking or other analogous fund for any dividend or other distribution on the Collateral or for any redemption, purchase, retirement, or other acquisition of any of the Collateral, or grant or issue any Collateral or any warrant, right, or option pertaining to the Collateral, or issue any security convertible into Collateral, or permit any of its subsidiaries to purchase any Collateral.

Dividends and Restricted Payments a) Except as permitted under paragraph (b) below, the Parent shall not: (i) declare, make or pay any dividend, charge, fee or other distribution or interest on any unpaid dividend, charge, fee or other distribution (whether in Cash or in kind) on or in respect of its share capital (or any class of its share capital); (ii) repay or distribute any dividend whether out of profits, retained earnings or reserves; or (iii) redeem, repurchase or defease, retire or repay any of its share capital or carry out any deduction of its share capital or, in each case, resolve to do so. b) Paragraph (a) above does not apply to any Permitted Payments.

Dividends and Restricted Payments. 35 12.14 Indebtedness ................................................... 36 12.15 Liens .......................................................... 36 12.16 Investments .................................................... 37 12.17

Dividends and Restricted Payments. (a) Without the prior written consent of the Bank, the Borrower will not apply declare, pay or make any dividend or distribution on any shares of any class of Stock (now or hereafter outstanding) or on any warrants, options or other rights with respect to any Stock (now or hereafter outstanding), other than dividends or distributions payable in its common stock or warrants to purchase its common stock or split-ups or reclassifications of its stock into additional or other shares of its common stock; or (b) Without the prior written consent of the Bank, the Borrower will not apply any of its property, funds or assets to the purchase, redemption, sinking fund or other retirement of any shares of its Stock or to any warrants, options or other rights with respect to such shares of its Stock; provided, however, the Borrower may redeem up to 1,000,000 shares of common Stock during the period from the Effective Date to the Termination Date so long as immediately before and after giving effect to any such redemption (i) neither an Event of Default nor an Unmatured Event of Default shall have occurred and be continuing and (ii) the ratio of (x) the Borrower's consolidated Indebtedness to (y) the Borrower's consolidated Indebtedness plus the Borrower's Consolidated Net Worth is less than 40.0%.

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