Common use of Dividends, Etc Clause in Contracts

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, its shareholders or members or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any of its equity interest now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interests), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest of the Company or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) (all of the foregoing, "Dividends"), except that (i) any Subsidiary of a Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0.

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, to its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to enter into any Synthetic Purchase Agreement with respect to or purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) capital stock), and Holdings will not permit any of the Unrestricted Subsidiaries to enter into any Synthetic Purchase Agreement with respect to, or purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of capital stock of Holdings (all of the foregoing, "except to the extent paid by such Person to its shareholders with the common stock of such Person, “Dividends"”), except that that: (ia) any Subsidiary of a the US Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the US Borrower or (y) a any Wholly-Owned Subsidiary of a the US Borrower; provided that any Dividends received by NSULC1 are distributed or otherwise transferred by NSULC1 within three Business Days to NASC; (b) the US Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, redeem or purchase shares of Holdings Common Stock, Preferred Stock of Holdings or options to purchase Holdings Common Stock or Preferred Stock of Holdings, as the case may be, in either case held by former employees, consultants, officers or directors of Holdings or any of its Subsidiaries following the termination of their employment or resignation from their respective positions (by death, disability or otherwise) issued to any such employees, consultants, officers or directors; provided that (i) the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash and/or forgiveness of liabilities, (ii) the payment to sum of (A) the aggregate amount paid by Holdings or any other Person in cash in respect of which Holdings is a member all such Dividends, redemptions and/or purchases made pursuant to this Section 7.06(b) plus (B) the aggregate amount of its consolidated tax groupliabilities so forgiven, for in each case after the Effective Date, shall not exceed $10,000,000 and (iii) at the time of any cash Dividend, payment or forgiveness of liabilities permitted to be made pursuant to this Section 7.06(b), no Default or Event of Default shall then exist or result therefrom; (c) so long as no Default or Event of Default exists or would result therefrom, the US Borrower may pay cash Dividends to Holdings owns to enable Holdings to, and Holdings may, pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to Section 7.13(c), with such amount Dividends to be paid in accordance with the terms of the capital stock respective certificate of designation therefor; (d) any Subsidiary of the Company as will permit it US Borrower that is not a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders, members or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Companypartners generally, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it the US Borrower or its respective Subsidiary that owns no less than a majority the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the outstanding common stock various classes of equity interests in such Subsidiary or the Company, in amounts sufficient terms of any agreements applicable thereto); (e) the US Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records incurred in the ordinary course of business (including outside directors and Holdings' professional fees, expenses and indemnities) and other similar corporate overhead costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof)expenses; provided that the aggregate payments amount of all cash Dividends paid in each fiscal year pursuant to this clause (iiie) will shall not exceed 0.20% $5,000,000 in any fiscal year of the US Borrower; (f) the US Borrower may pay cash Dividends to Holdings at the times and in the amounts necessary to enable Holdings to pay its Taxes; provided that (i) the aggregate amount of cash Dividends paid pursuant to this clause (f) to enable Holdings to pay United States Federal and state income taxes at any time shall not exceed the aggregate amount of such United States Federal and state income taxes equal to the aggregate amount of such taxes actually owing by Holdings (determined as if Holdings were the ultimate taxpayer for its consolidated net sales group) at such time for the respective period and (ii) any refunds received by Holdings shall promptly be returned by Holdings to the US Borrower; (g) Holdings may pay regularly accruing Dividends with respect to Qualified Preferred Stock through the issuance of additional shares of Qualified Preferred Stock (but not in cash or other property), in accordance with the terms of the Company documentation governing the same; (h) the US Borrower may pay cash Dividends to Holdings in an aggregate amount not to exceed $15,000,000; provided that (i) the proceeds thereof are promptly used by Holdings to pay customary transaction costs and its Subsidiaries for expenses incurred in connection with Permitted Holdings Refinancing Indebtedness and (ii) at the time of the payment of such fiscal year; (iv) as long as Dividends and after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefrom, continuing; (i) the Company may purchase, or US Borrower may pay cash Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an aggregate amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate5,000,000; provided that such payments may only be made (i) the proceeds thereof are promptly used by Holdings to pay customary transaction costs and expenses incurred in connection with purchases of Management Stock a Qualified Public Offering and Vested Options upon (ii) at the termination of employment, death or disability time of the person to whom payment of such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from Dividends and after giving effect thereto no Default or Event of Default shall have occurred and be continuing; (j) the fifth anniversary of the Closing Date, the Company US Borrower may pay cash Dividends to Holdings in order to permit so long as the proceeds thereof are promptly used by Holdings to pay (and Holdings may use such proceeds to pay) regular quarterly cash dividends on Dividends with respect to Holdings Common Stock; provided that (A) the Preferred Stock if the ratio aggregate amount of Indebtedness for borrowed money such payments in each fiscal year of the Company US Borrower does not exceed the sum of (1) $55,000,000 and its Subsidiaries (2) 50% of Consolidated Net Income (calculated solely for this purpose without regard to clauses (a)(i) through a(iii) of the definition of “Consolidated Net Income”) for the immediately preceding fiscal year, (B) at the time of the payment of such Dividends (and, if applicable, such cash interest payments) and after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (C) on a Pro Forma Basis after giving effect to the payment of such Dividends (and, if applicable, such cash interest payments) (1) the US Borrower is in compliance with Section 7.09 and Section 7.10 as of the last day of the most recently ended four fiscal quarter immediately preceding quarters of the US Borrower and (2) the Adjusted Total Leverage Ratio is less than or equal to 4.25 to 1.00 as of the last day of the most recently ended four fiscal quarters of the US Borrower and (D) prior to the payment of any such Dividend, if requested by the Administrative Agent, the Administrative Agent shall have received a certificate, dated the date of calculation to Consolidated EBITDA the payment of such Dividend and signed by the chief financial officer of the Company US Borrower, confirming compliance with clauses (A), (B) and (C) above and containing the calculations necessary for demonstrating such compliance; (k) the Test Period ending US Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay regularly scheduled cash interest payments in respect of any Holdings Notes or Permitted Holdings Refinancing Indebtedness; provided that (A) such cash interest payments are permitted to be made at such time pursuant to Section 6.18, (B) the aggregate amount of such payments does not exceed the amount necessary to enable Holdings to pay such scheduled interest payments in respect of Holdings Notes or Permitted Holdings Refinancing Indebtedness outstanding on such payment dates, (C) at the end time of the fiscal quarter immediately preceding the date payment of calculationsuch Dividends (and such cash interest payments) and after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (D) on a pro forma basis Pro Forma Basis after giving effect to the payment of such Dividends (and such cash interest payments) (1) the US Borrower is in compliance with Section 7.09 and Section 7.10 as of the last day of the most recently ended four fiscal quarters of the US Borrower and (2) the Consolidated Fixed Charge Coverage Ratio is greater than or equal to 1.25 to 1.00 as of the last day of the most recently ended four fiscal quarters of the US Borrower and (E) prior to the payment of any Designated Acquisitions made during such Test PeriodDividend, is less than 3.5 the Administrative Agent shall have received a certificate, dated the date of the payment of such Dividend and signed by the chief financial officer of the US Borrower, confirming compliance with clauses (B), (C) and (D) above and containing the calculation necessary for demonstrating such compliance; and (l) the US Borrower may pay cash Dividends to 1.0Holdings using the proceeds of Incremental Term Loans or other funds so long as the proceeds thereof are promptly used by Holdings to (i) redeem, repurchase or repay Holdings Notes or Permitted Holdings Refinancing Indebtedness in accordance with Section 7.12(a)(iv) or (ii) pay the Holdings 2012 Notes at final maturity, provided that, in the case of clause (ii), each of the conditions applicable to a repayment or repurchase of Holdings Notes and Permitted Holdings Refinancing Indebtedness at that time pursuant to Section 7.12(a)(iv) has been satisfied (treating each reference in such Section to “repayment or repurchase” as a reference to “payment at final maturity”).

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries (other than the Israeli Subsidiaries) to, declare or pay any dividends (other than dividends payable solely in common stock of the Company or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights (other than such options or rights as are granted only to employees as compensation for their employment) in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the Company will not permit any of its Subsidiaries (other than the Israeli Subsidiaries) to purchase or otherwise acquire for consideration any equity interest shares of any class of the capital stock of the Company or any other Subsidiary, as Subsidiary of the case may be, Company now or hereafter outstanding (or any options or warrants or such stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends", it being understood that the payments made in accordance with the clauses contained in the proviso of Section 8.07 of this Exhibit E shall not be deemed to be Dividends), except that that: (i) any Subsidiary of a Borrower the Company may pay Dividends to its parent corporation (and the Company or any Subsidiary of the Company pro rata to its other the shareholders if such Subsidiary is not wholly-ownedthereof; (ii) if such parent corporation is shares of the Superior Preferred Stock and Trust Preferred Securities may be repurchased, provided that the only consideration to be paid in connection therewith shall be shares of (x) a Borrower or Parent Common Stock and/or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person Parent preferred stock having terms identical, in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesall material respects, to the extent actually owed Superior Preferred Securities or the Trust Preferred Securities (including as to dividend rate and attributable to liquidation preferences), as the operations of case may be, except that the Company and its Subsidiaries or to Holdings' ownership thereof; issuer thereof shall be the Parent; (iii) payments to Holdings, for so as long as it owns no less than a majority Default or Event of Default shall then exist or result therefrom, regular quarterly cash dividends on the outstanding common stock of Superior Preferred Stock and the Company, Trust Preferred Securities in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings accordance with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course terms of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations their respective certificates of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; designation may be paid; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exist or would result therefrom, with respect to each Dividend Period, the Company may purchase, declare and pay a dividend on or may pay Dividends to Holdings to enable Holdings to purchase, Management repurchase the Company's Common Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in 5,700,000 plus a pro rata incremental amount to the aggregateextent the Trust Preferred Securities have been converted into Common Stock, based on the number of shares of Common Stock outstanding as of the date hereof; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end to Consolidated Fixed Charges of the fiscal quarter immediately preceding the date of calculation, Company for such Dividend Period (determined on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 dividend) exceeds 1.0 to 1.0, except that the amount of such dividend may exceed $5,700,000 (but may not exceed $8,200,000) (plus the applicable incremental pro rata amount as determined above) but only if such ratio for such Dividend Period exceeds 1.10 to 1; (v) so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, Dividends paid by the Company to the Parent not earlier than the second Business Day prior to the due date of any scheduled Interest payment on the Debenture so long as the proceeds thereof are actually used at the time of such dividend payment by the Parent to pay, on the scheduled quarterly interest payment date, interest accrued on the Debenture; (vi) Dividends paid by the Company to the Parent so long as the proceeds thereof are used at the time of such dividend payment by the Parent to pay out-of-pocket expenses for administrative, legal and accounting services provided by third parties that are reasonable and customary and incurred in the ordinary course of business for such professional services or to pay franchise and similar costs; (vii) Dividends paid by the Company to the Parent so long as the proceeds thereof are used at the time of such dividend payment by the Parent to make payments under the Services Agreement, provided, however, that such Dividends shall not exceed $5,000,000 in any four fiscal quarter period; and (viii) Dividends paid by the Company to the Parent so long as the proceeds thereof are used at the time of such dividend payment by the Parent to pay a dividend on or repurchase the Parent Common Stock.

Dividends, Etc. The Company PXI will not, and will not permit any of its Subsidiaries Subsidiary to, declare or pay any dividends (other than dividends payable solely in capital stock of PXI) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposespurposes and PXI will not, or and will not permit any of its Subsidiaries to to, purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, PXI now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its equity interestof any such shares) (all of the foregoing, foregoing "Dividends"), except that that: (ia) any Subsidiary of a Borrower PXI may pay Dividends dividends to the Borrower, Xtra or a Subsidiary Guarantor; (b) any Subsidiary of PXI may pay dividends to its parent corporation corporation, and PXI may pay dividends to Holdings, in each case to the extent such dividends are in satisfaction of, or otherwise reduce, such entity's obligations under an Approved Tax Sharing Agreement; and (c) PXI's Subsidiaries may pay cash dividends to PXI in an aggregate amount necessary and pro rata to its other shareholders if such Subsidiary is not wholly-ownedthe extent immediately used by PXI to pay (i) if such parent corporation is accrued fees and expenses arising from ongoing reporting and related requirements (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of immediately dividend same to Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling utilized immediately by Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional such fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0.and

Dividends, Etc. The Company (a) Holdings will not, and will not --------------- permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of the Borrower may pay dividends to its shareholders; (ii) Holdings may redeem or repurchase Holdings Common Stock or Holdings Preferred Stock (and any options or warrants relating thereto) from management investors upon the death, permanent disability, retirement or termination of employment of any such management investor (any such event in respect of a management investor, a "Repurchase Triggering Event"), provided that (x) no Default under Section 9.1 or -------- Event of Default is then in existence or would arise therefrom, (y) the aggregate amount of all cash paid in respect of such shares so redeemed or repurchased from all management investors and all principal payments made in respect of Stock Repurchase Notes shall not exceed $3,000,000 in the aggregate during the period from the Initial Borrowing Date through the second anniversary thereof and $5,000,000 in the aggregate thereafter (it being understood that the amount of Stock Repurchase Notes that may be issued for such redemptions and repurchases is not limited by the foregoing restrictions), and, provided further that in the event -------- ------- that Holdings subsequently resells to any member of its, the Borrower's or any Subsidiary's management, or to a party acceptable to the Agent provided that any such party shall simultaneously transfer all such shares purchased by it to a member of management of Holdings, the Borrower or of such Subsidiary, or for the benefit of one or more members of management (to the extent that such shares are, simultaneously with such transfer, reserved for issuance to such members of management pursuant to an employee incentive plan), any shares redeemed or repurchased pursuant to this clause (ii), the amount of repurchases Holdings may make from management investors pursuant to this clause (ii) and permitted principal payments in respect of Stock Repurchase Notes shall be increased by an amount equal to any cash received by Holdings upon the resale of such shares; (iii) the Borrower may pay cash dividends to Holdings at such times and in such amounts as are necessary to enable Holdings to (A) make required tax payments, (B) pay normal operating expenses incurred in the ordinary course of business, and/or (C) effect the payments permitted pursuant to Section 8.9(ii) and Section 8.10, provided that in the event that Holdings has not utilized the -------- proceeds of such dividend for the purposes for which such dividend was paid within thirty days after the receipt of proceeds of such dividend, Holdings shall be required to immediately utilize the proceeds of such dividend to make a capital contribution in the Borrower; (iv) the Borrower may pay a cash dividend to Holdings on the Initial Borrowing Date to be used by Holdings as set forth in Sections 5.1(h), (j) and (k) and 6.5; and (v) Holdings may pay Dividends to its parent corporation stockholders (or holders of options for Holdings Common Stock) on the Initial Borrowing Date as required by the terms of the Merger Agreement. (b) Holdings will not, and pro rata will not permit any of its Subsidiaries to, create or otherwise cause or suffer to its exist any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a) pay dividends or make other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a distributions or pay any Indebtedness owed to the Borrower or any Subsidiary, (yb) a make loans or advances to the Borrower or any Subsidiary, (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (B) the ability of the Borrower or any other Subsidiary of a Borrower; Holdings to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement, the other Credit Documents and the Subordinated Note Documents; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; applicable law; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records customary non-assignment provisions entered into in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; consistent with past practices; (iv) as any restriction or encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as no Default such sale or Event disposition is permitted under this Agreement; and (v) Liens permitted under Section 8.3 and any documents or instruments governing the terms of Default shall have occurred and be continuing any Indebtedness or would result therefromother obligations secured by any such Liens, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may prohibitions or -------- restrictions apply only be made in connection with purchases of Management Stock and Vested Options upon to the termination of employment, death or disability of the person assets subject to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Liens.

Dividends, Etc. The Company will not, and will not permit any In the case of its Subsidiaries tothe Borrower, declare or pay any dividends or return any capital todividends, its shareholders or members or authorize or make any other distributionpurchase, payment or delivery of property or cash to its shareholders or members as such, or redeem, retire, purchase defease or otherwise acquire, directly or indirectly, acquire for any consideration, value any of its equity interest capital stock or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding (outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such or issue or sell any capital stock or any warrants for warrants, rights or options or to acquire such capital stock appreciation rights in respect of any of such equity interests(other than to Holding), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase do any of the foregoing or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for consideration value any equity interest of the Company or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) (all of the foregoing, "Dividends"), except that (i) any Subsidiary of a Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it Borrower or a member of the consolidated tax group of Holdings any warrants, rights or options to be entitled acquire such capital stock or to file consolidated federal tax returns with the Companyissue or sell any capital stock or any warrants, for income taxes pursuant rights or options to acquire such capital stock (other than to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesBorrower), to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdingsexcept that, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing at the time of any action described in clauses (A) through (C) below or would result therefrom, (i) the Company Borrower may (A) declare and pay dividends and distributions payable only in common stock of the Borrower, (B) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Advances pursuant to Section 2.06(b), purchase, redeem, retire, defease or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options otherwise acquire shares of its capital stock with the proceeds received from the issue of new shares of its capital stock with equal or inferior voting powers, designations, preferences and rights, and (C) declare and pay cash dividends to Holding solely to make payments required to be made by Holding under the Stockholders Agreement and the Employment Agreements (and promissory notes issued pursuant thereto), to repurchase shares of common stock of Holdings from certain members of management of Holdings and to permit Holding to pay its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 current obligations in the aggregate; provided ordinary course of business, provided, that such the aggregate payments may only made pursuant to this clause (C) shall not exceed (x) $5,000,000 in Fiscal Year 2000 and (y) thereafter, the sum of $7,500,000 plus any amount permitted to be made in connection with purchases of Management Stock paid pursuant to clause (x) and Vested Options upon the termination of employment, death or disability not so used and (ii) any Subsidiary of the person to whom such shares of Management Stock or Vested Options were initially issued; Borrower may (vA) payments in respect of the Transaction; declare and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on to the Preferred Stock if the ratio of Indebtedness for borrowed money Borrower and (B) declare and pay cash dividends to any other wholly-owned Subsidiary of the Company and its Subsidiaries on the last day Borrower of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on which it is a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Subsidiary.

Dividends, Etc. (a) The Company Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or distributions (other than dividends or distributions payable solely in capital stock of such Person) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of the Borrower may pay dividends to the Borrower or to a Subsidiary Guarantor; and (ii) the Borrower may redeem or repurchase Borrower Common Stock (or options to purchase such Borrower Common Stock) from officers, employees and directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Person, provided that in all such cases (x) no Default or Event of Default is then in existence or would arise therefrom and (y) the aggregate amount of all cash paid in respect of all such shares so redeemed or repurchased after the Initial Borrowing Date does not exceed $500,000 in any fiscal year of the Borrower, provided that to the extent that any portion of such $500,000 is not utilized during such fiscal year to effect such redemptions and repurchases, such unutilized portion may be utilized for such purposes in any subsequent fiscal year; (iii) the Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a on Borrower or (y) a Subsidiary Preferred Stock solely through the issuance of a Borroweradditional shares of Borrower Preferred Stock; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; and (iv) as in addition to all of the foregoing, so long as no Default or Event of Default shall have occurred and be continuing is in existence or would result therefromexist immediately after giving effect to the respective Dividend, the Company may purchase, or may Borrower shall be permitted to pay cash Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, at any time in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that Retained ECF at such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; time (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to all prior and contemporaneous adjustments thereto, except as a result of such Dividend). (b) The Borrower will not, and will not permit any Designated Acquisitions made during of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary or (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (B) the ability of the Borrower or any Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations or (C) the ability of the Borrower or Subsidiary to amend any Credit Document, other than prohibitions or restrictions existing under or by reason of (i) this Agreement, the other Credit Documents and the Senior Note Documents; (ii) applicable law; (iii) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Test PeriodSubsidiary, so long as such sale or disposition is less than 3.5 permitted under this Agreement; and (v) Liens permitted under Section 8.03 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens, provided that such prohibitions or restrictions apply only to 1.0the assets subject to such Liens.

Dividends, Etc. (a) The Company Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to, to its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of a the Borrower may pay Dividends cash dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the Borrower or (y) to a Wholly-Owned Subsidiary of a the Borrower; and (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have has occurred and be is continuing or would result therefrom, the Company Borrower may purchaseredeem or repurchase for cash, at fair value, the capital stock of the Borrower (or may pay Dividends options to Holdings to enable Holdings to purchasepurchase capital stock) from any employee or director of the Borrower upon the death, Management Stock and Vested Options from the members disability, retirement or other termination of management of Holdings and its Subsidiariessuch employee or director, in an amount provided, that all such repurchases under this clause (ii) shall not to exceed $500,000 in any fiscal year and $2,500,000 exceed, in the aggregate, $2,500,000 (increased by the amount of proceeds received by the Borrower in connection with the issuance of capital stock to directors or employees of the Borrower and its Subsidiaries after the Restatement Effective Date); provided further, the Borrower may effect such repurchases without regard to the dollar limitations set forth above solely with the proceeds of key man life insurance obtained for the purpose of making such repurchases; and (iii) so long as no Default or Event of Default has occurred and is continuing or would result therefrom, the Borrower may repurchase options of the Preferred Optionholders, so long as no net cash is used by the Borrower in connection therewith. (b) The Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any other Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any other Subsidiary of the Borrower, (c) transfer any of its properties or assets to the Borrower or any other Subsidiary of the Borrower or (B) the ability of the Borrower or any other Subsidiary of the Borrower to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) the Senior Note Documents; (iii) applicable law; (iv) customary non-assignment provisions entered into in the ordinary course of business and consistent with past practices; (v) any restriction or encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; and (vi) Liens permitted under Section 8.03 and any documents or instruments governing the terms of any Indebtedness or other obligations secured by any such Liens, provided that such payments may prohibitions or restrictions apply only be made in connection with purchases of Management Stock and Vested Options upon to the termination of employment, death or disability of the person assets subject to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Liens.

Dividends, Etc. The Company Borrower will not, and will not permit any --------------- of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in com mon stock of the Borrower or any such Subsidiary, as the case may be) or return any capital capi tal to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposespur poses, or and the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of a the Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the Borrower or (y) a any Wholly-Owned Subsidiary of a the Borrower; ; (ii) the payment Borrower may redeem or purchase shares of Borrower Common Stock or options to Holdings purchase Borrower Common Stock, as the case may be, held by former employees of the Borrower or any other Person of its Subsidiaries following the termination of their employment, provided that (w) the only consideration paid by the Borrower in respect of which Holdings is a member such redemptions and/or purchases shall be cash, forgiveness of its consolidated tax groupliabilities and/or Shareholder Subordinated Notes, for so long as Holdings owns (x) the sum of (A) the aggregate amount paid by the Borrower in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of liabilities so forgiven and (C) the capital stock aggregate amount of all cash principal and interest payments made on Shareholder Subordinated Notes shall not exceed $5,000,000, and (y) at the Company as will permit it time of any cash payment or a member forgiveness of the consolidated tax group of Holdings liabilities permitted to be entitled to file consolidated federal tax returns with the Company, for income taxes made pursuant to the Tax Allocation Agreement this Section 9.06(ii), including any cash payment under a Shareholder Subordinated Note, no Default or for the purpose Event of enabling Holdings Default shall then exist or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; result therefrom; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, the Company may purchase, or Borrower may pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to Section 9.13(c), with such Dividends to Holdings to enable Holdings to purchasebe paid in accordance with the terms of the respective certificate of designation therefor; (iv) on the Initial Borrowing Date and concurrently with the consummation of the Recapitalization, Management Stock and Vested Options from the members of management of Holdings and Borrower may redeem options for its Subsidiariescommon stock, with the aggregate amount expended in an amount connection with such redemptions not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate[____________]; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; and (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company Borrower may pay regularly accruing Dividends with respect to the Holdings in order to permit Holdings to pay cash dividends on the PIK Preferred Stock if through the ratio issuance of Indebtedness for borrowed money additional shares of Holdings PIK Preferred Stock in accordance with the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0terms thereof.

Dividends, Etc. The Company Holdings will not, and will not permit any of -------------- its Subsidiaries to, declare or pay any dividends (other than dividends or distributions payable in shares of capital stock of Holdings or any of its Subsidiaries, other than redeemable stock) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or make any loans or advances to Affiliates, or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, "Dividends"), except that (i) any direct or indirect Subsidiary of a Borrower Holdings may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) Holdings or a Borrower or (y) a Wholly Owned Subsidiary of a Borrower; Holdings, (ii) the payment to Holdings Borrower or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group Subsidiary of Holdings may pay to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or Holdings any amounts required for the purpose payment of enabling Holdings or any such members to pay taxes other than income taxes, to (I) interest when due on the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; Senior Subordinated Notes (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred exists under this Agreement) and be continuing (II) any taxes payable (A) by Holdings or would result therefrom(B) by Holdings, the Company Borrower and/or its Subsidiaries on a consolidated, combined or unitary basis, (iii) Holdings or any of its Subsidiaries may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management purchase capital stock held by employees of Holdings and or any of its SubsidiariesSubsidiaries pursuant to any employee stock option or other benefit plan thereof upon the termination, retirement or death of any such employee in accordance with the provisions of any such plan in an amount not to exceed greater than $500,000 250,000 in any fiscal year and $2,500,000 in the aggregatecalendar year; provided that the Borrower may purchase capital -------- stock pursuant to the Employment Agreement with ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ without regard to such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transactionlimitation; and (viiv) from and after the fifth anniversary Holdings or any of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation may make payments to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect Affiliates pursuant to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0and in compliance with Section 7.08 hereof.

Dividends, Etc. The Company (a) Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of a the Borrower may pay Dividends dividends to its parent corporation the Borrower or to a Subsidiary Guarantor; (ii) Holdings may redeem or repurchase Holdings Common Stock (or options to purchase such Holdings Common Stock) from (1) officers, employees and pro rata to its other shareholders if directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Subsidiary is not wholly-owned) if such parent corporation is Person or otherwise in accordance with (x) a Borrower or the Stockholders' Agreement and (y) a Subsidiary any stock option plan or any employee stock ownership plan, or (2) other stockholders of a Borrower; Holdings, so long as the purpose of such purchase is to acquire Holdings Common Stock for reissuance to new officers, employees and directors (iior their estates) of Holdings to the extent so reissued within 12 months of any such purchase, PROVIDED that in all such cases (x) no Default or Event of Default is then in existence or would arise therefrom, (y) the payment to Holdings or any other Person aggregate amount of all cash paid in respect of which Holdings is a member of its consolidated tax group, for all such shares so long as Holdings owns such amount of the capital stock of the Company as will permit it redeemed or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or repurchased in any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; calendar year does not exceed $500,000; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Company may purchase, or Borrower may pay cash Dividends to Holdings so long as the cash proceeds thereof are promptly used by Holdings for the purposes described in clause (ii), (iv) or (v) of this Section 8.09; (iv) the Borrower may pay cash Dividends to enable Holdings so long as the cash proceeds thereof are promptly used by Holdings to purchasepay operating expenses in the ordinary course of business (including, Management Stock without limitation, professional fees and Vested Options from expenses) and other similar corporate overhead costs and expenses, PROVIDED that the members aggregate amount of management of Holdings and its Subsidiaries, in an amount not cash Dividends paid pursuant to exceed $500,000 in this clause (iv) shall at no time during any fiscal year and of Holdings exceed $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; 200,000; (v) payments in respect of the TransactionOption Cancellation shall be permitted; and and (vi) from and after the fifth anniversary of the Closing Date, the Company Borrower may pay cash Dividends to Holdings in order amounts equal to, and made in lieu of, payments otherwise payable at such time to Holdings under the Tax Sharing Agreement. (b) Holdings will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to Holdings or any Subsidiary, (b) make loans or advances to Holdings or any Subsidiary, (c) transfer any of its properties or assets to Holdings or any Subsidiary or (B) the ability of Holdings or any other Subsidiary of Holdings to pay cash dividends on create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Preferred Stock if Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement, the ratio other Credit Documents and the Senior Subordinated Note Documents; (ii) applicable law; (iii) customary non-assignment provisions entered into in the ordinary course of Indebtedness business and consistent with past practices; (iv) any restriction or encumbrance with respect to a Subsidiary imposed pursuant to an agreement which has been entered into for borrowed money the sale or disposition of all or substantially all of the Company capital stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; and (v) Liens permitted under Section 8.03 and its Subsidiaries on any documents or instruments governing the last day terms of any Indebtedness or other obligations secured by any such Liens, PROVIDED that such prohibitions or restrictions apply only to the fiscal quarter immediately preceding the date of calculation assets subject to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Liens.

Dividends, Etc. The Company Holdings will not, and will not -------------- permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, to its shareholders stockholders or members or 132 authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to enter into any Synthetic Purchase Agreement with respect to or purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) capital stock), and Holdings will not permit any of the Unrestricted Subsidiaries to enter into any Synthetic Purchase Agreement with respect to, or purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of capital stock of Holdings (all of the foregoing, except to the extent paid by such Person to its shareholders with the common stock of such Person, "Dividends"), except that that: (ia) any Subsidiary of a the US Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the US Borrower or (y) a any Wholly-Owned Subsidiary of a the US Borrower; (b) the US Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, redeem or purchase shares of Holdings Common Stock, Preferred Stock of Holdings or options to purchase Holdings Common Stock or Preferred Stock of Holdings, as the case may be, in either case held by former employees, consultants, officers or directors of Holdings or any of its Subsidiaries following the termination of their employment or resignation from their respective positions (by death, disability or otherwise) issued to any such employees, consultants, officers or directors; provided that (i) the only consideration paid by Holdings in -------- respect of such redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Holdings Shareholder Subordinated Notes, (ii) the payment to sum of (A) the aggregate amount paid by Holdings or any other Person in cash in respect of which Holdings is a member of its consolidated tax groupall such Dividends, for so long as Holdings owns such redemptions and/or purchases made pursuant to this Section 7.06(b) plus (B) the aggregate amount of liabilities so forgiven plus (C) ---- ---- the capital stock aggregate amount of all cash principal and interest payments made on HoldingsShareholder Subordinated Notes, in each case after the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the CompanyInitial Borrowing Date, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesshall not exceed $10,000,000, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments at the time of any cash Dividend, payment or forgiveness of liabilities permitted to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient be made pursuant to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expensesthis Section 7.06(b), including in connection with its complying with its reporting obligations any cash payment under a Holdings Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; (including filings with the SEC and any exchange on which Holdings' securities are tradedc) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, the Company may purchase, or US Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to purchaseSection 7.13(c), Management with such Dividends to be paid in accordance with the terms of the respective certificate of designation therefor; (d) any Subsidiary of the US Borrower that is not a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders, members or partners generally, so long as the US Borrower or its respective Subsidiary that owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and 133 taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (e) the Merger Transactions shall be permitted; (f) the US Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay operating expenses incurred in the ordinary course of business (including, without limitation, outside directors and professional fees, expenses and indemnities) and other similar corporate overhead costs and expenses; provided that the aggregate -------- amount of all cash Dividends paid pursuant to this clause (f) shall not exceed $2,000,000 in any fiscal year of the US Borrower; (g) the US Borrower may pay cash Dividends to Holdings (and Holdings may pay cash Dividends to any direct or indirect parent company of Holdings that is the taxpayer for the consolidated group of which Holdings and the Domestic Subsidiaries are members) at the times and in the amounts necessary to enable Holdings (and/or such direct or indirect parent company) to pay its tax obligations; provided that (i) the aggregate amount of cash Dividends paid -------- pursuant to this clause (g) to enable Holdings (and/or such direct or indirect parent company) to pay United States Federal and state income taxes at any time shall not exceed the aggregate amount of such United States Federal and state income taxes equal to the lesser of (A) the aggregate amount of taxes actually owing by Holdings (determined as if Holdings were the ultimate taxpayer for its consolidated group) and (B) the aggregate amount of taxes actually owing by such direct or indirect parent company, in each case at such time for the respective period, (ii) any refunds received by Holdings (and/or such direct or indirect parent company) shall promptly be returned by Holdings (and/or such direct or indirect parent company to Holdings for return) to the US Borrower, (iii) Holdings may pay Dividends only pursuant to this clause (g) to pay any direct or indirect parent company's United States Federal and state income tax obligations and (iv) at such time as Holdings is the ultimate taxpayer for its consolidated group, no further Dividends may be paid by Holdings pursuant to this clause (g); and (h) Holdings may pay regularly accruing Dividends with respect to the Initial Preferred Stock and Vested Options other Qualified Preferred Stock through the issuance of additional shares of Initial Preferred Stock and Qualified Preferred Stock (but not in cash), respectively, in accordance with the terms of the documentation governing the same; (i) the US Borrower may pay the Holdings Distribution; and (j) Holdings may redeem or repurchase shares of Qualified Preferred Stock and/or Holdings Common Stock held by the Apollo Group or an Affiliate thereof for an amount of cash not in excess of the amount of net cash proceeds received by Holdings from the substantially simultaneous issuances of Qualified Preferred Stock and/or Holdings Common Stock to Persons that are members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in Subsidiaries at the aggregatetime of such issuance; provided that such payments -------- Holdings may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death not redeem or disability of the person to whom such repurchase shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Qualified Preferred Stock if and/or Holdings Common Stock held by Apollo or an Affiliate thereof pursuant to this clause (j) for an amount of cash in excess of $2,000,000 in the ratio aggregate during the term of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0this Agreement.

Dividends, Etc. The Company US Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, to its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the US Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the US Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) capital stock), and the US Borrower will not permit any of the Unrestricted Subsidiaries to purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of capital stock of the US Borrower (all of the foregoing, "except to the extent paid by such Person to its shareholders with the common stock of such Person, “Dividends"”), except that that: (ia) any Subsidiary of a the US Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the US Borrower or (y) a any Wholly-Owned Subsidiary of a the US Borrower; provided that, prior to the consummation of the Company Reorganization, any Dividends received by NSULC1 are distributed or otherwise transferred by NSULC1 within three Business Days to NASC; (b) the US Borrower may redeem or purchase shares of US Borrower Common Stock, Preferred Stock of the US Borrower or options to purchase US Borrower Common Stock or Preferred Stock of the US Borrower, as the case may be, in either case held by former employees, consultants, officers or directors of the US Borrower or any of its Subsidiaries following the termination of their employment or resignation from their respective positions (by death, disability or otherwise) issued to any such employees, consultants, officers or directors; provided that (i) the only consideration paid by the US Borrower in respect of such redemptions and/or purchases shall be cash and/or forgiveness of liabilities, (ii) the payment to Holdings or any other Person sum of (A) the aggregate amount paid by the US Borrower in cash in respect of which Holdings is a member all such redemptions and/or purchases made pursuant to this Section 7.06(b) plus (B) the aggregate amount of its consolidated tax groupliabilities so forgiven, for in each case after the 2010 Restatement Effective Date, shall not exceed $25,000,000 and (iii) at the time of any payment or forgiveness of liabilities permitted to be made pursuant to this Section 7.06(b), no Default or Event of Default shall then exist or result therefrom; (c) so long as Holdings owns no Default or Event of Default exists or would result therefrom, the US Borrower may pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to Section 7.13(c), with such amount Dividends to be paid in accordance with the terms of the capital stock respective certificate of designation therefor; (d) any Subsidiary of the Company as will permit it US Borrower that is not a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders, members or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Companypartners generally, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it the US Borrower or its respective Subsidiary that owns no less than a majority the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the outstanding common stock various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (e) [Intentionally Omitted]; (f) [Intentionally Omitted]; (g) the US Borrower may pay regularly accruing Dividends with respect to Qualified Preferred Stock through the issuance of additional shares of Qualified Preferred Stock (but not in cash or other property), in accordance with the terms of the Companydocumentation governing the same; (h) [Intentionally Omitted]; (i) [Intentionally Omitted]; (j) the US Borrower may pay regular quarterly cash Dividends on, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses)or effect cash repurchases of, including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof)US Borrower Common Stock; provided that no such Dividends or repurchases under this paragraph (j) shall be made unless (A) the aggregate payments paid amount of such Dividends and repurchases in each fiscal year of the US Borrower does not exceed, when combined with the aggregate amount of Voluntary Debt Retirement Expenditures made during such fiscal year pursuant to this clause (iii) will not exceed 0.20of Section 7.12(a), the sum of (1) $80,000,000 and (2) 50% of the consolidated net sales Consolidated Net Income (calculated solely for this purpose without regard to clauses (a)(i) through (a)(iii) of the Company and its Subsidiaries definition of “Consolidated Net Income”), if positive, for such the immediately preceding fiscal year; , (ivB) as long as at the time of the payment of such Dividends or repurchases of US Borrower Common Stock and after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, (C) on a Pro Forma Basis after giving effect to the Company may purchase, or may pay payment of such Dividends and to Holdings to enable Holdings to purchase, Management Stock such stock repurchases the US Borrower is in compliance with Section 7.09 and Vested Options from the members Section 7.10 as of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the most recently ended four fiscal quarter immediately preceding quarters of the US Borrower and (D) prior to the payment of any such Dividends or effecting any such repurchase of US Borrower Common Stock, if requested by the Administrative Agent, the Administrative Agent shall have received a certificate, dated the date of calculation to Consolidated EBITDA on which such Dividend is paid or repurchase made and signed by the chief financial officer of the Company US Borrower, confirming compliance with clauses (A), (B) and (C) above and containing the calculations necessary for demonstrating such compliance; (k) [Intentionally Omitted]; (l) [Intentionally Omitted]; (m) the Test Period ending US Borrower may pay any one-time special cash Dividend or effect cash repurchases of shares of US Borrower Common Stock, Preferred Stock of the US Borrower or options to purchase US Borrower Common Stock or Preferred Stock of the US Borrower, as the case may be; provided that no such special Dividend or repurchase of Equity Interests under this paragraph (m) shall be paid or made unless (i) at the end time of the fiscal quarter such Dividend or repurchase and immediately preceding the date after giving effect thereto, no Default or Event of calculationDefault shall have occurred and be continuing, (ii) on a pro forma basis Pro Forma Basis after giving effect to any Designated Acquisitions made during such Test PeriodDividend or repurchase, (x) the US Borrower is in compliance with Section 7.09 and Section 7.10 as of the last day of the most recently ended four fiscal quarters of the US Borrower and (y) the Total Leverage Ratio is less than 3.5 3.00 to 1.01.00 as of the last day of the most recently ended four fiscal quarters of the US Borrower and (iii) immediately after the payment of such Dividend or consummation of such repurchase, and giving effect to the expenditure of all amounts required therefor, the Available Liquidity is no less than $150,000,000; and (n) NSULC1 may redeem shares of Preferred Stock issued pursuant to Section 7.13(b)(vi); provided that such redemption shall occur prior to or on the date of the consummation of the Company Reorganization in accordance with Section 6.16.

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of the Company or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the Company will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the capital stock of the Company or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (a) (i) any Subsidiary of a Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money Company or any Wholly-Owned Subsidiary of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA (ii) any Subsidiary of the Company for which is not a Wholly-Owned Subsidiary may pay Dividends to its shareholders ratably with respect to each such shareholder's ownership interest in such Subsidiary; (b) Preferred Stock may be issued as a dividend on other Preferred Stock; (c) the Test Period ending at Company will be permitted to redeem or repurchase, shares of its common stock or options in respect thereof, in each case, in connection with the end repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this clause (d) shall not exceed $15,000,000 in the aggregate (which amount shall be increased by the amount of any cash proceeds to the Company from (i) the sales of its common stock to management employees subsequent to the Initial Borrowing Date and (ii) the sale of any "key-man" life insurance policies which are used to make such redemptions or repurchases); (d) the Company will be permitted to repurchase its common stock upon the exercise of stock options if such common stock represents a portion of the fiscal quarter immediately preceding exercise price thereof; (e) the date Company will be permitted to repurchase payment-in-kind preferred stock; provided that (i) such repurchases pursuant to this clause (e) shall not exceed $15,000,000 during the term of calculationthis Agreement and (ii) all such preferred stock repurchased shall have been issued on or prior to the Initial Borrowing Date; and (f) the Company and each Subsidiary will be permitted to make payments in respect of any redemption, on a pro forma basis repurchase, acquisition, cancelation or other retirement for value of shares of capital stock of the Company or options, stock appreciation or similar securities, in each case held by then current or former officers, directors or employees of the Company or any of its Subsidiaries (or their estates or beneficiaries under their estates) or by an employee benefit plan, upon the death, disability, retirement or termination of employment of such officers, directors and employees, not to exceed $10,000,000 in the aggregate after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0the Initial Borrowing Date.

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries to, declare Declare or pay any dividends or return any capital todividends, its shareholders or members or authorize or make any other distributionpurchase, payment or delivery of property or cash to its shareholders or members as such, or redeem, -------------- retire, purchase defease or otherwise acquireacquire for value any Capital Stock of any Loan Party or any warrants, directly rights or indirectlyoptions to acquire such Capital Stock, for any consideration, any of its equity interest now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interests), or set aside any funds for any of the foregoing purposesoutstanding, or permit Group or any of its Subsidiaries to purchase do so or permit Group or any of its Subsidiaries to return any capital to any of their stockholders as such, make any distribution of assets, Capital Stock, warrants, rights, options, obligations or securities to any of their stockholders as such or issue or sell any capital stock or any warrants, rights or options to acquire such Capital Stock, or permit Group or any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for consideration value any equity interest Capital Stock of the Company Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (of its Subsidiaries or any warrants, rights or options to acquire such Capital Stock or warrants to issue or stock appreciation sell any Capital Stock or any warrants, rights issued by or options to acquire such Person with respect to its equity interest) (all of the foregoing, "Dividends")Capital Stock, except that (i) any Subsidiary of a Borrower the Borrower's Subsidiaries may pay Dividends declare and deliver cash dividends to its parent corporation (the Borrower, and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing continuing: (i) The Borrower and its Subsidiaries may declare and deliver dividends and distributions payable only in common stock of the Borrower or would result therefromsuch Subsidiary, as applicable; (ii) the Company may purchase, or Borrower and Panolam Canada may pay Dividends cash dividends to their respective Parents (and their respective Parents may, in turn, pay cash dividends to their respective Parents) in amounts necessary to pay (and only substantially concurrently with payment of) (A) fees payable by Holdings pursuant to enable Holdings the Genstar Agreements as and when due, and (B) income taxes attributable to purchase, Management Stock and Vested Options from the members of management business of Holdings and its SubsidiariesSubsidiaries (but not attributable to the Excluded Acquisition Sub, in an amount except to the extent of any cash dividend actually received by the Borrower from the Excluded Acquisition Sub for such purposes) the necessary fees and expenses to maintain Holdings', Group's and PII Second's corporate existence, the reasonable costs of their directors' and officers' insurance and their legal and accounting fees to the extent such fees related to legal and accounting services provided directly to them by entities that are not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability Affiliates of the person to whom such shares of Management Stock or Vested Options were initially issuedBorrower; and (viii) payments in respect of the Transaction; Borrower and (vi) from and after the fifth anniversary of the Closing Date, the Company Panolam Canada may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred to their respective Parents (and their respective Parents may, in turn, pay cash dividends to their respective Parents) in amounts necessary to fund (A) repurchases of Capital Stock if the ratio of Indebtedness for borrowed money Holdings from employees or former employees of the Company and Holdings or any of its Subsidiaries upon such employees ceasing to be employees of Holdings or any Loan Party, up to an aggregate maximum amount for all such repurchases on the last day of the fiscal quarter immediately preceding or after the date hereof of calculation $3,000,000 and (B) amounts necessary to Consolidated EBITDA of repay (and only substantially concurrently with payment of) the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Domtar Note in accordance with Section 6.02(k).

Dividends, Etc. The Company Borrower will not, and will not permit any of -------------- its Subsidiaries Consolidated Entities to, declare or pay any dividends or distributions (other than dividends or distributions payable solely in common stock or other common equity interests of the Borrower or any such Consolidated Entity, as the case may be) or return any capital to, its shareholders stockholders or members or authorize or make any other distribution, payment or delivery of property or cash to its shareholders stockholders or members as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its capital stock or other equity interest interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such shares or other equity interests), or set aside any funds for any of the foregoing purposes, or and the Borrower will not permit any of its Subsidiaries Consolidated Entities to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock or other equity interests of the Borrower or any other SubsidiaryConsolidated Entity, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its capital stock or other equity interestinterests) (all of the foregoing, foregoing "Dividends"), except that (i) any Subsidiary of a the Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the Borrower or (y) a any Wholly-Owned Subsidiary of a the Borrower; , (ii) the payment to Holdings Borrower may redeem or any other Person in respect purchase shares of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the CompanyBorrower or options to purchase such common stock, as the case may be, held by former employees of the Borrower or any of its Consolidated Entities following the death of such employee or other termination of their employment, provided that (w) the only consideration paid by the Borrower in amounts sufficient respect of such redemptions and/or purchases shall be cash and Shareholder Subordinated Notes, (x) the sum of (A) the aggregate amount paid by the Borrower in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of all cash principal and interest payments made on Shareholder Subordinated Notes shall not exceed $200,000 in the aggregate, and (y) at the time of any cash payment permitted to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expensesbe made pursuant to this Section 7.06(ii), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxescash payment under a Shareholder Subordinated Note, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred then exist or result therefrom and be continuing (iii) whether or would result therefromnot same constitute Dividends, the Company may purchase, or may pay Dividends payments expressly permitted to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person pursuant to whom such shares of Management Stock or Vested Options were initially issued; clauses (viv) payments in respect of the Transaction; and through (vi) from ), inclusive, of Section 7.07 shall be permitted. The parties hereto understand and after agree that the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings term "Dividend" as used in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect this Agreement does not include payments made by any Affiliated Business to any Designated Acquisitions made during physician employed by such Test Period, is less than 3.5 Affiliated Business pursuant to 1.0the terms of such physician's employment agreement.

Dividends, Etc. (a) The Company Borrower will not, and nor will not the Borrower permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common or preferred stock of the Borrower or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock (other than the issuance of common stock of Workflow upon conversion of any convertible preferred stock that may be issued by Workflow in accordance with this Agreement), now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Workflow will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, "foregoing “Dividends"”), except that (i) any Subsidiary of a Borrower Workflow may pay Dividends to Workflow or any other Subsidiary of Workflow. (b) The Borrower will not, nor will the Borrower permit any of its parent corporation Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (and pro rata to its other shareholders if A) the ability of any such Subsidiary is not wholly-ownedto (a) if such parent corporation is (x) a pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any Subsidiary Guarantor, (yb) a make loans or advances to Workflow or any Subsidiary of a Borrower; Workflow or (c) transfer any of its properties or assets to Workflow or any Subsidiary of Workflow, or (B) the ability of Workflow or any Subsidiary of Workflow, to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; applicable law; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records customary non-assignment provisions entered into in the ordinary course of business and Holdings' costs consistent with past practices; and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default Liens permitted under Sections 8.03 (i) and (j), and any documents or Event instruments governing the terms of Default shall have occurred and be continuing any Indebtedness or would result therefromother obligations secured by any such Liens, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may prohibitions or restrictions apply only be made in connection with purchases of Management Stock and Vested Options upon to the termination of employment, death or disability of the person assets subject to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Liens.

Dividends, Etc. The Company Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends or return any capital to, to its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, except to the extent paid by such Person to its shareholders with the common stock of such Person, "Dividends"), except that that: (ia) any Subsidiary of a Borrower RPP USA may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not whollyRPP USA or any Wholly-owned) if such parent corporation is (x) a Borrower or (y) a Owned Subsidiary of a Borrower; RPP USA; (iib) RPP USA may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, redeem or purchase Holdings PIK Junior Subordinated Notes and/or shares of Holdings Common Stock or options to purchase Holdings Common Stock, as the payment to case may be, in either case held by former employees, consultants, officers or directors of Holdings or any other Person in respect of which Holdings is a member of its consolidated tax groupSubsidiaries following the termination of their employment or resignation from their respective positions (by death, for so long as disability or otherwise), and Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings may pay cash Dividends to be entitled to file consolidated federal tax returns Acquisition Corp. (with the Company, for income taxes pursuant to the Tax Allocation Agreement or cash Dividends received from RPP USA under this Section 9.06(b)) for the purpose of enabling Holdings Acquisition Corp. to redeem or repurchase Acquisition Corp. PIK Junior Subordinated Notes or units of Acquisition Corp., in either case issued to any such members employees, consultants, officers or directors, provided that (x) the only consideration paid by Holdings in respect of such -------- redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Holdings Shareholder Subordinated Notes, (y) the sum of (A) the aggregate amount paid by Holdings in cash in respect of all such Dividends, redemptions and/or purchases made pursuant to pay taxes other than income taxes, to this Section 9.06(b) plus (B) the extent actually owed aggregate amount of liabilities so forgiven plus (C) the aggregate amount of all cash principal and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) interest payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Companymade on Holdings Shareholder Subordinated Notes, in amounts sufficient each case after the Initial Borrowing Date, shall not exceed $10,000,000, and (z) at the time of any cash Dividend, payment or forgiveness of liabilities permitted to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expensesbe made pursuant to this Section 9.06(b), including in connection with its complying with its reporting obligations any cash payment under a Holdings Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; (including filings with the SEC and any exchange on which Holdings' securities are tradedc) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, the Company may purchase, or RPP USA may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to purchaseSection 9.13(c), Management Stock with such Dividends to be paid in accordance with the terms of the respective certificate of designation therefor; (d) any Subsidiary of RPP USA that is not a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders, members or partners generally, so long as RPP USA or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interest in the Subsidiary paying such Dividends and Vested Options from taking into account the members relative preferences, if any, of management the various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (e) the Recapitalization and the Redemption shall be permitted; (f) RPP USA may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to either (x) pay operating expenses incurred in the ordinary course of business (including, without limitation, outside directors and its Subsidiariesprofessional fees, expenses and indemnities) and other similar corporate overhead costs and expenses or (y) pay cash Dividends to Acquisition Corp. so long as the proceeds thereof are promptly used by Acquisition Corp. to pay expenses incurred in an the ordinary course of business and other similar corporate overhead costs and expenses, provided that the -------- aggregate amount of all cash Dividends paid pursuant to this clause (f) shall not to exceed $500,000 2,000,000 in any fiscal year of RPP USA; (g) RPP USA may pay cash Dividends to Holdings (and $2,500,000 Holdings may pay cash Dividends to any direct or indirect parent company of Holdings which is the taxpayer for the consolidated group of which Holdings is a member) at the times and in the aggregateamounts necessary to enable Holdings (and/or such direct or indirect parent company) to pay its tax obligations; provided that (w) the aggregate -------- amount of cash Dividends paid pursuant to this clause (g) to enable Holdings (and/or such payments direct or indirect parent company) to pay Federal and state income taxes at any time shall not exceed the aggregate amount of such Federal and state income taxes equal to the lesser of (i) the aggregate amount of taxes actually owing by Holdings (determined as if Holdings was the ultimate taxpayer for its consolidated group) and (ii) the aggregate amount of taxes actually owing by such direct or indirect parent company, in each case at such time for the respective period, (x) any refunds received by Holdings (and/or such direct or indirect parent company) shall promptly be returned by Holdings (and/or such direct or indirect parent company to Holdings for return) to RPP USA, (y) Holdings may only pay Dividends pursuant to this clause (g) to pay any direct or indirect parent company's Federal and state income tax obligations and (z) at such time as Holdings is the ultimate taxpayer for its consolidated group, no further Dividends may be made paid by Holdings pursuant to this clause (g); and (h) Holdings may pay regularly accruing Dividends with respect to Qualified Preferred Stock through the issuance of additional shares of Qualified Preferred Stock (but not in connection cash) in accordance with purchases of Management Stock and Vested Options upon the termination of employment, death or disability terms of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of documentation governing the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0same.

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of the Company or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights (other than such rights as are granted only to employees as compensation for their employment) in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the Company will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the capital stock of the Company or any other Subsidiary, as Subsidiary of the case may be, Company now or hereafter outstanding (or any options or warrants or such stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends", it being understood that the payments made in accordance with the clauses contained in the proviso of Section 8.07 OF THIS EXHIBIT E shall not be deemed to be Dividends), except that that: (i) any Subsidiary of a Borrower the Company may pay Dividends to the Company or any Wholly-Owned Subsidiary of the Company; (ii) prior to consummation of an initial public offering (including the Initial Public Offering), the Company may redeem or purchase shares of the Company Common Stock or options to purchase the Company Common Stock, as the case may be, held by former employees (or their heirs) of the Company or any of its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is Subsidiaries following the termination of their employment; provided that (x) a Borrower or the only consideration paid by the Company in respect of such redemptions and/or purchases shall be cash and/or subordinated notes of the Company in form and substance satisfactory to the LANDLORD and (y) a Subsidiary the sum of a Borrower; (iiI) the payment to Holdings or any other Person aggregate amount paid by the Company in cash in respect of which Holdings is a member all such redemptions and/or purchases plus (II) the aggregate amount of its consolidated tax group, for so all principal and interest payments made on such subordinated notes shall not exceed $1,000,000 in any consecutive twelve months of the Company; (iii) as long as Holdings owns such no Default or Event of Default shall then exist or result therefrom, regular quarterly cash dividends on the Superior Preferred Stock may be paid in an aggregate amount of the capital stock per fiscal quarter of the Company as will permit it or a member not to exceed $300,000, PROVIDED that such dividend is not declared earlier than ten days after the delivery to the LANDLORD of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed required financial statements and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries related Officer's Certificate for such fiscal year; period contemplated by Section 7.01 OF THE AGREEMENT; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exist or would result therefrom, with respect to each Special Dividend Period, the Company may purchase, or may declare and pay Dividends to Holdings to enable Holdings to purchase, Management a dividend on the Company's Common Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate5,000,000; provided PROVIDED that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end to Consolidated Fixed Charges of the fiscal quarter immediately preceding the date of calculation, Company for such Special Dividend Period (determined on a pro forma PRO FORMA basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 dividend) exceeds 1.0 to 1.0, except that with respect to the second Special Dividend Period and each Special Dividend Period thereafter, the amount of such dividend may exceed $5,000,000 (but may not exceed $7,500,000) but only if such ratio for such Special Dividend Period exceeds 1.10 to 1, it being understood that for each such Special Dividend Period any dividend under this Section 8.06(iv) may not be declared earlier than ten days after the delivery to the LANDLORD of the financial statements and related Officer's Certificate for the last fiscal period of such Special Dividend Period required by Section 7.01 OF THE AGREEMENT and an Officer's Certificate showing, in reasonable detail, compliance with the applicable ratio set forth in this Section 8.06; (v) so long as no Default or Event of Default shall then exist or result therefrom, the Company may declare and pay a Dividend from, and in an amount not to exceed, the net cash proceeds of the Initial Public Offering but only after giving effect to all repayments and commitment reductions resulting from the Initial Public Offering as contemplated by THE Agreement, including without limitation, Section 3 OF THE AGREEMENT; PROVIDED that such dividend may not exceed the sum of (x) $53,300,000 and (y) the net cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) from the sale of Company Common Stock in the Initial Public Offering upon exercise of the underwriters' over-allotment option; and (vi) shares of the Superior Preferred Stock may be repurchased, PROVIDED that the only consideration to be paid in connection therewith shall be shares of (x) Company Common Stock and/or (y) Company preferred stock having terms identical, in all material respects, to the Superior Preferred Stock (including as to dividend rate and liquidation preferences) except that the issuer thereof shall be the Company.

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of a the U.S. Borrower may pay Dividends to the U.S. Borrower or any Wholly-Owned Subsidiary of the U.S. Borrower; (a) Holdings may redeem or purchase shares of Holdings Common Stock or Holdings Class L Common Stock or options to purchase Holdings Common Stock or Holdings Class L Common Stock, respectively, held by former employees of Holdings or any of its parent corporation Subsidiaries following the termination of their employment, provided that (w) the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is Shareholder Subordinated Notes, (x) a Borrower the sum of (A) the aggregate amount paid by Holdings in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of all principal and interest payments made on Shareholder Subordinated Notes, shall not exceed $5,000,000 in any fiscal year of Holdings, provided that such amount shall be increased by an amount equal to the proceeds received by Holdings after the Effective Date from the sale or issuance of Holdings Common Stock or Holdings Class L Common Stock, as the case may be, to management of Holdings or any of its Subsidiaries and (y) a Subsidiary at the time of a Borrower; (ii) the any cash payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings permitted to be entitled to file consolidated federal tax returns with the Company, for income taxes made pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expensesthis Section 8.07(ii), including in connection with its complying with its reporting obligations any cash payment under a Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; and (including filings with the SEC and any exchange on which Holdings' securities are tradedb) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Company may purchase, or any Borrower may pay cash Dividends to Holdings to enable so long as Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that promptly uses such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company proceeds for the Test Period ending at the end purposes described in clause (ii)(a) of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0.this Section 8.07;

Dividends, Etc. The Company Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of the Borrower) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any considerationa consideration (other than consideration in the form of capital stock of the Borrower), any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or purposes and the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holding or any other Subsidiary, as the case may be, Borrower now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its equity interestof any such shares) (all of the foregoing, "foregoing “Dividends"”), except that that: (ia) any Subsidiary of a the Borrower may pay Dividends to its parent corporation the Borrower; (b) prior to the Merger Effective Time, the Borrower may pay cash Dividends to Holding in an amount necessary and pro rata to its the extent immediately used by Holding to (i) pay accrued fees and expenses arising from the negotiation and execution of this Credit Agreement and the other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; Credit Documents and ongoing reporting and related requirements, (ii) pay taxes payable by Holding (whether for itself alone or for itself and its Subsidiaries), in each case to the payment extent then due and payable and to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of extent not otherwise paid by the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes Borrower pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesSharing Agreement, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority repurchase shares of the outstanding common capital stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable Holding as required pursuant to the operations of Stock Bonus Plan or pursuant to the Company and its Subsidiaries or to Holdings' ownership thereof); Shareholders’ Agreement, provided that the aggregate payments repurchase price therefor is available to the Borrower from the net proceeds of any benefits paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% the terms of any life insurance policies covering certain participants in the consolidated net sales Stock Bonus Plan and certain other executives of Holding and the Company and its Subsidiaries for such fiscal year; Borrower, (iv) as so long as no Default or Event of Default shall have occurred and be continuing then exists, (A) pay the amounts payable to any director, officer or would result therefromemployee (or their estates) of Holding, the Company may purchaseBorrower or any of its Subsidiaries upon death, disability or may termination of employment of such officers and employees as required pursuant to the terms of any Shareholders’ Agreement (including any extension thereof) as in effect on the date of this Credit Agreement, the Stock Bonus Plan or the Stock Option Plan; provided, however, that the aggregate amount of all such payments under this clause (A) in any fiscal year of the Borrower shall not exceed $5,000,000, (B) pay Dividends amounts to Holdings repurchase shares of its capital stock from participants who were distributed such shares from, and as required under, the Stock Bonus Plan; provided, however, that any amounts that the Borrower is required by the DOL Consent Order or the Stock Bonus Plan Amendments to enable Holdings pay in excess of the fair market value of such shares as determined pursuant to purchasethe most recent annual Stock Bonus Plan appraisal shall be treated as a Fixed Charge, Management Stock (C) make current payments of interest on the Holding Notes or pay principal in respect of Holding Notes issued in lieu of interest, so long as (x) the Fixed Charge Coverage Ratio calculated for any period of four consecutive fiscal quarters (or, if shorter, the period beginning on January 1, 2005 and Vested Options from ending on the members last day of management the last fiscal quarter then ended) in each case taken as one accounting period shall exceed 2:1 and (y) the Borrower would be permitted to make a Restricted Payment under, and as defined in, the Senior Secured Note Indenture in the amount of Holdings such Dividend, provided that the amount of any Dividend paid pursuant to this clause (b)(iv)(C) shall not exceed the Available Amount in effect immediately prior to the payment of such Dividend, and its Subsidiaries, (D) make cash payments pursuant to the Former Employees Plan in an amount not to exceed $500,000 1,750,000; (c) concurrently with consummation of the IPO and the Merger, the Borrower may acquire Holding Notes and Holding PIK Notes in exchange for the Borrower’s common stock and cash in accordance with the Exchange Agreement and shares of Holding’s capital stock and warrants may be converted into shares of common stock of the Borrower on the terms described in the Merger Agreement and the Exchange Agreement; provided that in each case cash payments may be made solely with proceeds of the IPO; and (d) after the Merger Effective Date, the Borrower may pay amounts payable to any former officer or employee (or their estates) required pursuant to the Former Employees Plan or the Supplemental Stock Bonus Plan; provided that the aggregate of all such payments under this clause (d) shall not exceed $5,000,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0year.

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries (other than the Israeli Subsidiaries) to, declare or pay any dividends (other than dividends payable solely in common stock of the Company or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights (other than such options or rights as are granted only to employees as compensation for their employment) in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the Company will not permit any of its Subsidiaries (other than the Israeli Subsidiaries) to purchase or otherwise acquire for consideration any equity interest shares of any class of the capital stock of the Company or any other Subsidiary, as Subsidiary of the case may be, Company now or hereafter outstanding (or any options or warrants or such stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends", it being understood that the payments made in accordance with the clauses contained in the proviso of Section 8.07 shall not be deemed to be Dividends), except that that: (i) any Subsidiary of a Borrower the Company may pay Dividends to its parent corporation (and pro rata to its other shareholders if the Company or any Subsidiary of the Company, provided that in the case such Subsidiary is not whollya Wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) Owned Subsidiary, the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of portion received by the Company and its Wholly-Owned Subsidiaries shall not be less than their pro rata portion thereof, based on equity ownership; (ii) shares of the Superior Preferred Stock and Trust Preferred Securities may be repurchased, provided that the only consideration to be paid in connection therewith shall be shares of (x) Parent Common Stock and/or (y) Parent preferred stock having terms identical, in all material respects, to the Superior Preferred Stock or the Trust Preferred Securities (including as to Holdings' ownership thereof; dividend rate and liquidation preferences), as the case may be, except that the issuer thereof shall be the Parent; (iii) payments to Holdings, for so as long as it owns no less than a majority Default or Event of Default shall then exist or result therefrom, regular quarterly cash dividends on the outstanding common stock of Superior Preferred Stock and the Company, Trust Preferred Securities in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings accordance with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course terms of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations their respective certificates of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; designation may be paid; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exist or would result therefrom, with respect to each Dividend Period, the Company may purchase, pay a Dividend to the Parent so long as the proceeds thereof are used at the time of such dividend payment to declare and pay a dividend on or may pay Dividends to Holdings to enable Holdings to purchase, Management repurchase Parent Common Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in 5,700,000 plus a pro rata incremental amount to the aggregateextent the Trust Preferred Securities have been converted into Common Stock, based on the number of shares of Common Stock outstanding as of the date hereof; provided that that, with respect to any such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death payment on or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth first anniversary of the Closing Initial Borrowing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end to Consolidated Fixed Charges of the fiscal quarter immediately preceding the date of calculation, Company for such Dividend Period (determined on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 dividend) exceeds 1.0 to 1.0., except that the amount of such dividend may exceed $5,700,000 (but may not exceed $8,200,000) (plus the applicable incremental pro rata amount as determined above) but only if such ratio for any Dividend Period exceeds 1.10 to 1; (v) so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, Dividends paid by the Company to the Parent not earlier than the second Business Day prior to the due date of any scheduled interest payment on the Debenture so long as the proceeds thereof are actually used at the time of such dividend payment by the Parent to pay, on the scheduled quarterly interest payment date, interest accrued on the Debenture; (vi) Dividends paid by the Company to the Parent (x) so long as the proceeds thereof are used at the time of such dividend payment by the Parent to pay expenses for administrative, legal and accounting services provided by third parties that are reasonable and customary and incurred in the ordinary course of business and other costs and expenses in connection with the Parent being a publicly traded company for such professional services or to pay franchise and similar costs (y) in an amount not to exceed the "additional amount" for any four consecutive fiscal quarters provided that such amount is used at the time of such dividend payment to pay actual expenses of the Parent (including employment expenses) and the "additional amount" is otherwise treated as an operating expense of the Company for purposes of determining compliance with the financial covenants contained herein; "Additional amount" for any such period shall mean an amount not to exceed the sum of (1) $2,500,000 and (ii) that portion of the fee permitted to be paid by clause (ii) of Section 8.07 in such period that is not actually paid; and

Dividends, Etc. (a) The Company Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to, its shareholders or stockholders, members and/or other owners or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or stockholders, members and/or other owners as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock or other ownership interests now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock or other ownership interests of the Borrower or any other SubsidiarySubsidiary of the Borrower, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "DividendsDIVIDENDS"), except that (i) the Borrower may pay Intercompany Lease Payables with the proceeds of Tax Sharing Payments, solely to the extent such Tax Sharing Payments are permitted to be so applied pursuant to the proviso to Section 5.02(f), (ii) notwithstanding anything in Section 9.04(f) to the contrary, the Borrower may repay intercompany Indebtedness incurred pursuant to Section 9.04(f) with the proceeds of Excluded Parent Cash Contributions, solely to the extent such Excluded Parent Cash Contributions are permitted to be so applied pursuant to the definition of the term "Excluded Parent Cash Contributions", and (iii) any Subsidiary of a the Borrower may pay Dividends dividends or return capital or make distributions and other similar payments with regard to its parent corporation capital stock or other membership interests to the Borrower or to a Subsidiary Guarantor. (b) The Borrower will not, and pro rata will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary of the Borrower to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any Subsidiary of the Borrower, (b) make loans or advances to the Borrower or any Subsidiary of the Borrower, (c) transfer any of its other shareholders if such properties or assets to the Borrower or any Subsidiary is not wholly-owned) if such parent corporation is (x) a of the Borrower or (yB) a the ability of any Subsidiary of a Borrowerthe Borrower to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereofapplicable law; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records customary non-assignment provisions entered into in the ordinary course of business and Holdings' costs consistent with past practices; and expenses relating (iv) any restriction or encumbrance with respect to taxesa Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as such sale or disposition is permitted under this Agreement; PROVIDED that such prohibitions or restrictions apply only to the assets subject to such Liens. (c) The Borrower will not, and will not permit any of its Subsidiaries to, make any payments or other than those referred distributions with respect to any Indebtedness or other obligations for which Parent is also an obligor, except that the Borrower and its Subsidiaries may make payments or other distributions with respect to such Indebtedness and such other obligations so long as such payments or other distributions are made solely using the proceeds of (i) Tax Sharing Payments that are applied pursuant to and in accordance with the proviso to Section 5.02(f), or (ii) an Excluded Parent Cash Contribution of the type described in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership definition thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0.

Dividends, Etc. The Company Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends or distributions payable in shares of capital stock of the Borrower or any of its Subsidiaries, other than DRAFT: March 21, 1997 H:\WPCDOCS\1186\141151 redeemable stock) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or make any loans or advances to Affiliates, or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, "Dividends"), except that (i) any direct or indirect Subsidiary of a the Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is the Borrower or a Wholly Owned Subsidiary of the Borrower, (ii) the Borrower or any Subsidiary of the Borrower may pay to Holdings any amounts required (x) for the payment of any taxes payable (A) by Holdings or (B) by Holdings, the Borrower and/or its Subsidiaries on a Borrower consolidated, combined or unitary basis or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in with respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesRefinancing and related transactions, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority the Borrower or any of its Subsidiaries may purchase capital stock held by employees of the outstanding common Borrower or any of its Subsidiaries pursuant to any employee stock option or other benefit plan thereof upon the termination, retirement or death of the Company, any such employee in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings accordance with the SEC and provisions of any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records such plan in the ordinary course of business and Holdings' costs and expenses relating to taxes, other an amount not greater than those referred to $250,000 in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof)any calendar year; provided that the aggregate payments paid in each fiscal year Borrower may purchase capital stock pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company Employment Agreement with ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ without regard to such limitation; and its Subsidiaries for such fiscal year; (iv) as long as no Default the Borrower or Event any of Default shall have occurred and be continuing or would result therefrom, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation may make payments to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect Affiliates pursuant to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0and in compliance with Section 7.08 hereof.

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) the Transaction shall be permitted; (ii) any Subsidiary of a the Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower; (a) Holdings may redeem or purchase shares of Holdings Common Stock or options to purchase Holdings Common Stock, held by former employees of Holdings or any of its parent corporation Subsidiaries following the termination of their employment or their death or disability, provided that (w) the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is Shareholder Subordinated Notes, (x) a Borrower the sum of (A) the aggregate amount paid by Holdings in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of all principal and interest payments made on Shareholder Subordinated Notes after the Effective Date, shall not exceed $5,000,000 provided that such amount shall be increased by an amount equal to the proceeds received by Holdings after the Effective Date from the sale or issuance of Holdings Common Stock to management of Holdings or any of its Subsidiaries and (y) a Subsidiary at the time of a Borrower; (ii) the any cash payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings permitted to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year made pursuant to this clause Section 8.06(iii), no Default or Event of Default shall then exist or result therefrom; and (iiib) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Company may purchase, or Borrower may pay cash Dividends to Holdings so long as Holdings promptly uses such proceeds for the purposes described in clause (iii)(a) of this Section 8.06; (iv) the Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to (x) pay operating expenses in the ordinary course of business (including, without limitation, professional fees and expenses) and other similar corporate overhead costs and expenses or (y) pay salaries or other compensation of employees who perform services for Holdings and the Borrower; (v) the Borrower may pay cash Dividends to Holdings in the amounts and at the times of any payment by Holdings in respect of taxes, provided that (x) the amount of cash Dividends paid pursuant to this clause (v) to enable Holdings to purchase, Management Stock pay federal income taxes at any time shall not exceed the lesser of (A) the amount of such federal income taxes owing by Holdings at such time for the respective period and Vested Options from (B) the members amount of management of Holdings such federal income taxes that would be owing by the Borrower and its SubsidiariesSubsidiaries on a consolidated basis for such period if determined without regard to Holdings' ownership of the Borrower and (y) any refunds shall promptly be returned by Holdings to the Borrower; (vi) Holdings may pay regularly scheduled Dividends on the Permitted Holdings PIK Securities (to the extent issued as preferred stock) pursuant to the terms thereof solely through the issuance of additional shares of such Permitted Holdings PIK Securities, provided that in lieu of issuing additional shares of such Permitted Holdings PIK Securities as Dividends, Holdings may increase the liquidation preference of the shares of Permitted Holdings PIK Securities in respect of which such Dividends have accrued; and (vii) (a) Holdings may pay cash Dividends in addition to those permitted above in this Section 8.06 in an aggregate amount not to exceed the sum of (x) $500,000 5,000,000, (y) the then applicable Cumulative Consolidated Net Income Amount and (z) (without duplication) the then applicable Vitamin Antitrust Litigation Proceeds Amount, so long as in any fiscal year each such case no Default or Event of Default then exists or would result therefrom, and $2,500,000 (b) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may pay cash Dividends to Holdings so long as the cash proceeds thereof are promptly used by Holdings for the purpose described in clause (vii)(a) of this Section 8.06, provided that in no event may more than half of the Cumulative Consolidated Net Income Amount be used to pay cash Dividends to shareholders of Holdings other than in the aggregate; provided that such form of Holdings Common Stock repurchases and cash payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments owing in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends Shareholder Subordinated Notes issued pursuant to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Section 8.06(iii)(a).

Dividends, Etc. The Company Borrower will not, and nor will not the Borrower --------------- permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of such Borrower or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) or enter into any derivatives or other transaction with any financial institution, commodities or stock exchange or clearinghouse (a "Derivatives Counterparty") obligating it to make payments to such Derivatives Counterparty as a result of any change in market value of its capital stock (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of a the Borrower may pay Dividends (directly or indirectly) to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the Borrower or (y) a Subsidiary of a Borrower; any Guarantor; (ii) the payment Borrower may redeem or purchase shares of Borrower Common Stock or options to Holdings purchase Borrower Common Stock, as the case may be, held by former employees or directors of the Borrower or any other Person of its Subsidiaries following the termination of their employment (by death, disability or otherwise), provided that (w) the only consideration paid by -------- the Borrower in respect of which Holdings is a member such redemptions and/or purchases shall be cash, forgiveness of its consolidated tax groupliabilities and/or Shareholder Subordinated Notes, for so long as Holdings owns (x) the sum of (A) the aggregate amount paid by the Borrower in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of liabilities so forgiven and (C) the capital stock aggregate amount of all cash principal and interest payments made on Shareholder Subordinated Notes, in each case after the Company as will permit it Restatement Effective Date, shall not exceed $5,000,000, and (y) at the time of any cash payment or a member forgiveness of the consolidated tax group of Holdings liabilities permitted to be entitled to file consolidated federal tax returns with the Company, for income taxes made pursuant to the Tax Allocation Agreement this Section 9.06(ii), including any cash payment under a Shareholder Subordinated Note, no Default or for the purpose Event of enabling Holdings Default shall then exist or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; result therefrom; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, the Company may purchase, or Borrower may pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to Section 9.11(c), with such Dividends to Holdings be paid in accordance with the terms of the respective certificate of designation therefor; (iv) any non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to enable Holdings to purchaseits shareholders or partners generally, Management Stock so long as the Borrower or its respective Subsidiary which owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interest in the Subsidiary paying such Dividends and Vested Options from taking into account the members relative preferences, if any, of management the various classes of Holdings and its Subsidiariesequity interests in such Subsidiary or the terms of any agreements applicable thereto); (v) so long as no Default or Event of Default exists or would arise therefrom, the Borrower may pay special dividends in an amount not equal to exceed the sum of (i) $500,000 in any fiscal year and $2,500,000 15,000,000 plus (ii) cash received by the Borrower from Cendant and/or its Subsidiaries in the aggregate; provided that such payments may only be made first six months after the Restatement Effective Date in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and Cendant Documents; (vi) from and so long as no Default or Event of Default exists or would result therefrom, the Borrower may, after the fifth anniversary of Qualified IPO, redeem the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Existing Preferred Stock if with the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0.proceeds received therefrom;

Dividends, Etc. The Company Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of such Person) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or purchase or otherwise acquire or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, "foregoing “Dividends"”), except that that: (i) any Subsidiary of a the Borrower may pay Dividends to its parent corporation (and if such parent is the Borrower or a Wholly-Owned Subsidiary of the Borrower, any non-Wholly-Owned Subsidiary may pay Dividends so long as such Dividends are paid pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a equity owners, and the Borrower or (y) a Subsidiary and its Subsidiaries which are equity holders thereof may receive any of a Borrower; the foregoing Dividends; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing exists or would result therefromexist immediately after giving effect thereto, the Company may purchase, or Borrower may pay cash Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and on its Subsidiaries, common stock in an amount not to exceed $500,000 in for any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability 3% of the person to whom such shares Borrower’s Consolidated Net Worth as of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the previous fiscal quarter immediately preceding year; (iii) the date payment of calculation cash Dividends on any preferred stock issued pursuant to Consolidated EBITDA a Trust Preferred Offering in accordance with the terms thereof shall be permitted; (iv) upon and in connection with the exercise of (or receipt of stock pursuant to) any options, warrants, awards, grants, or stock appreciation rights under or pursuant to any stock plan or employee benefit plan of the Company for Borrower, which has been approved in writing by the Test Period ending at the end Human Resources and Compensation Committee of the Board of Directors of the Borrower, in respect of the Borrower’s common stock by any holder thereof (1) pursuant to which the Borrower is required to deliver shares of its common stock to such holder, and/or (2) for tax withholding or pursuant to the cashless exercise of stock options, warrants, awards, grants, or stock appreciation rights in connection with any such plan, the Borrower may purchase a number of shares of its common stock sufficient to enable the Borrower to satisfy such requirement or, in the case of preceding clause (2) to satisfy such withholding obligation or such exercise; provided that with respect to preceding clause (2), such purchases do not exceed $5,000,000 in the aggregate any fiscal quarter year of the Borrower; (v) transactions permitted under Section 7.02 shall be permitted hereunder; and (vi) the Borrower may make purchases of its capital stock and options thereon (including in the form of convertible equity units), so long as immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less purchase the Leverage Ratio shall not be greater than 3.5 to 1.00.30:1.00.

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its shareholders stockholders or members or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares or membership interests of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or make any payment pursuant to a tax sharing agreement, or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of a the Borrower may pay Dividends to the Borrower or any Subsidiary of the Borrower; (ii) Holdings or any of its parent corporation Subsidiaries may redeem or purchase Capital Stock of Holdings or options to purchase Capital Stock of Holdings, respectively, held by former employees of Holdings or any of its Subsidiaries following the termination of their employment, provided that (w) the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is Shareholder Subordinated Notes, (x) a Borrower the sum of (A) the aggregate amount paid by Holdings in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of all redemption payments in respect of Subordinated Notes required to be made at the same time as payments made under clause (A), plus (C) the aggregate amount of all principal and interest payments made on Shareholder Subordinated Notes, shall not exceed $300,000 in any fiscal year of Holdings, provided that such amount shall be increased by an amount equal to the net cash proceeds received by Holdings in such year from the sale or issuance of Holdings Capital Stock to management of Holdings or any of its Subsidiaries after the Effective Date, and (y) a Subsidiary at the time of a Borrower; (ii) the any cash payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings permitted to be entitled to file consolidated federal tax returns with the Company, for income taxes made pursuant to the Tax Allocation Agreement this Section 8.06(ii), no Default or for the purpose Event of enabling Holdings Default shall then exist or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; result therefrom; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Company Borrower may purchasepay cash Dividends to Holdings, so long as Holdings promptly use such proceeds in accordance with clause (ii) of this Section 8.06; (iv) the Borrower may pay cash Dividends to Holdings, so long as the proceeds thereof are promptly used by Holdings to pay operating expenses in the ordinary course of business (including, without limitation, professional fees and expenses) and other similar corporate overhead costs and expenses, or to pay salaries or other compensation of employees who perform services for the Credit Parties, provided that the aggregate amount of cash Dividends paid pursuant to this clause (iv) during any fiscal year (without double counting) shall not exceed $500,000; (v) the Borrower may pay cash Dividends to Holdings, in the amounts and at the times of any payment by Holdings in respect of taxes, provided that (x) the amount of cash Dividends paid pursuant to this clause (v) to enable Holdings to purchase, Management Stock pay federal and Vested Options state income taxes at any time shall not exceed the amount of such federal and state income taxes that would be owing by the Borrower for such period if determined without regard to Holding's ownership of the Borrower and (y) any refunds received by Holdings or amounts received from the members Borrower in excess of management of amounts properly paid to a taxing authority shall promptly be returned by Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregateBorrower; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and and (vi) from and after the fifth anniversary so long as no Default or Event of the Closing DateDefault then exists or would result therefrom, the Company Borrower may pay Dividends cash dividends to Holdings, so long as Holdings in order to permit Holdings shall promptly use such dividends to pay cash dividends interest on the Preferred Stock if Subordinated Notes which it is required to pay under the ratio of Indebtedness for borrowed money terms of the Company and its Subsidiaries Subordinated Notes (as in effect on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Effective Date).

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries (other than the Israeli Subsidiaries) to, declare or pay any dividends (other than dividends payable solely in common stock of the Company or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights (other than such options or rights as are granted only to employees as compensation for their employment) in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the Company will not permit any of its Subsidiaries (other than the Israeli Subsidiaries) to purchase or otherwise acquire for consideration any equity interest shares of any class of the capital stock of the Company or any other Subsidiary, as Subsidiary of the case may be, Company now or hereafter outstanding (or any options or warrants or such stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoingforegoing “Dividends”, "it being understood that the payments made in accordance with the clauses contained in the proviso of Section 8.07 of this Exhibit E shall not be deemed to be Dividends"), except that that: (i) any Subsidiary of a Borrower the Company may pay Dividends to its parent corporation (and the Company or any Subsidiary of the Company pro rata to its other the shareholders if such Subsidiary is not wholly-ownedthereof; (ii) if such parent corporation is shares of the Superior Preferred Stock and Trust Preferred Securities may be repurchased, provided that the only consideration to be paid in connection therewith shall be shares of (x) a Borrower or Parent Common Stock and/or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person Parent preferred stock having terms identical, in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesall material respects, to the extent actually owed Superior Preferred Securities or the Trust Preferred Securities (including as to dividend rate and attributable to liquidation preferences), as the operations of case may be, except that the Company and its Subsidiaries or to Holdings' ownership thereof; issuer thereof shall be the Parent; (iii) payments to Holdings, for so as long as it owns no less than a majority Default or Event of Default shall then exist or result therefrom, regular quarterly cash dividends on the outstanding common stock of Superior Preferred Stock and the Company, Trust Preferred Securities in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings accordance with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course terms of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations their respective certificates of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; designation may be paid; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exist or would result therefrom, with respect to each Dividend Period, the Company may purchase, declare and pay a dividend on or may pay Dividends to Holdings to enable Holdings to purchase, Management repurchase the Company’s Common Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in 5,700,000 plus a pro rata incremental amount to the aggregateextent the Trust Preferred Securities have been converted into Common Stock, based on the number of shares of Common Stock outstanding as of the date hereof; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end to Consolidated Fixed Charges of the fiscal quarter immediately preceding the date of calculation, Company for such Dividend Period (determined on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 dividend) exceeds 1.0 to 1.0, except that the amount of such dividend may exceed $5,700,000 (but may not exceed $8,200,000) (plus the applicable incremental pro rata amount as determined above) but only if such ratio for such Dividend Period exceeds 1.10 to 1; (v) so long as no Default or Event of Default shall have occurred or be continuing or would result therefrom, Dividends paid by the Company to the Parent not earlier than the second Business Day prior to the due date of any scheduled Interest payment on the Debenture so long as the proceeds thereof are actually used at the time of such dividend payment by the Parent to pay, on the scheduled quarterly interest payment date, interest accrued on the Debenture; (vi) Dividends paid by the Company to the Parent so long as the proceeds thereof are used at the time of such dividend payment by the Parent to pay out-of-pocket expenses for administrative, legal and accounting services provided by third parties that are reasonable and customary and incurred in the ordinary course of business for such professional services or to pay franchise and similar costs; (vii) Dividends paid by the Company to the Parent so long as the proceeds thereof are used at the time of such dividend payment by the Parent to make payments under the Services Agreement, provided, however, that such Dividends shall not exceed $5,000,000 in any four fiscal quarter period; and (viii) Dividends paid by the Company to the Parent so long as the proceeds thereof are used at the time of such dividend payment by the Parent to pay a dividend on or repurchase the Parent Common Stock.

Dividends, Etc. (i) any Subsidiary of the Company may pay Dividends to its parent if such parent is the Company and/or a wholly-owned Subsidiary or an Agency Subsidiary of the Company. Notwithstanding anything to the contrary contained herein, the Company shall, to the extent permitted by Applicable Law, cause its Subsidiaries to pay Dividends in a timely manner to the Company necessary to enable the Company to pay the Obligations in accordance with this Agreement. In the event that such Dividends are not sufficient to enable the Company to pay the Obligations in accordance with this Agreement, the Company will use its commercially reasonable efforts to obtain the approvals of any Governmental Authority to permit its Insurance Subsidiaries to pay Dividends to the Company in an amount sufficient for the Company to repay such Obligations; and (ii) the Company may repurchase its Common Stock and/or options or warrants to purchase its Common Stock from directors, employees or former employees of the Company and its Subsidiaries, provided that, in the -------- case of any such repurchase, (a) no Default exists at the time thereof and (b) the aggregate amount expended by the Company pursuant to this clause (iii) shall not exceed $150,000 in any fiscal year. (b) The Company will not, and will not suffer or permit any of its Subsidiaries to, declare enter into any agreement or suffer to exist any contractual restriction which prohibits or otherwise restricts the ability of any Subsidiary to (i) pay Dividends or make other distributions to, or pay any dividends or return any capital Indebtedness owed to, its shareholders or members or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any of its equity interest now or hereafter outstanding (the Company or any warrants for Subsidiary, (ii make loans or options or stock appreciation rights in respect of any of such equity interests), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries advances to purchase or otherwise acquire for consideration any equity interest of the Company or any other Subsidiary, as (ii transfer any of its properties or assets to the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) (all of the foregoing, "Dividends"), except that (i) any Subsidiary of a Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings Company or any other Person Subsidiary or (iv guarantee the Obligations, other than prohibitions or restrictions existing under or by reason of (A) this Agreement and the Related Documents, (B) prohibitions or restrictions in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of effect on the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant date hereof (including orders related to the Tax Allocation Agreement Transaction) listed on Schedule 5.10, (C) any applicable law, rule or for the purpose of enabling Holdings or any such members regulation which applies generally to pay taxes other than income taxesall insurance companies regulated thereunder, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iiiD) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, customary non-assignment provisions in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records contracts entered into in the ordinary course of business and Holdings' costs and expenses relating consistent with past practices, (E) purchase money obligations for property acquired in the ordinary course of business, so long as such obligations are permitted under this Agreement, (F) any documents or instruments governing the terms of any Indebtedness or other obligations secured by Liens permitted under this Agreement, provided, that such prohibitions or restrictions apply only to taxes-------- the assets subject to such Liens, other than those referred (G) customary restrictions pursuant to in clause (ii) (which taxes are attributable any agreement with respect to any asset sale permitted hereunder solely with respect to the operations assets being sold, (H) customary restrictions in licenses relating solely to the interests of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as licensors so long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 such licenses were entered into in the aggregate; provided that such payments may only be made in connection ordinary course of business and consistent with purchases of Management Stock and Vested Options upon the termination of employmentpast practices, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (viI) from customary restrictions on cash deposits imposed under contracts entered into in the ordinary course of business and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0consistent with past practices.

Dividends, Etc. The Company US Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, to its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the US Borrower will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the US Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) capital stock), and the US Borrower will not permit any of the Unrestricted Subsidiaries to purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of capital stock of the US Borrower (all of the foregoing, "except to the extent paid by such Person to its shareholders with the common stock of such Person, “Dividends"”), except that that: (ia) any Subsidiary of a the US Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the US Borrower or (y) a any Wholly-Owned Subsidiary of a the US Borrower; provided that, prior to the consummation of the Company Reorganization, any Dividends received by NSULC1 are distributed or otherwise transferred by NSULC1 within three Business Days to NASC; (b) the US Borrower may redeem or purchase shares of US Borrower Common Stock, Preferred Stock of the US Borrower or options to purchase US Borrower Common Stock or Preferred Stock of the US Borrower, as the case may be, in either case held by former employees, consultants, officers or directors of the US Borrower or any of its Subsidiaries following the termination of their employment or resignation from their respective positions (by death, disability or otherwise) issued to any such employees, consultants, officers or directors; provided that (i) the only consideration paid by the US Borrower in respect of such redemptions and/or purchases shall be cash and/or forgiveness of liabilities, (ii) the payment to Holdings or any other Person sum of (A) the aggregate amount paid by the US Borrower in cash in respect of which Holdings is a member all such redemptions and/or purchases made pursuant to this Section 7.06(b) plus (B) the aggregate amount of its consolidated tax groupliabilities so forgiven, for in each case after the Restatement Effective Date, shall not exceed $25,000,000 and (iii) at the time of any payment or forgiveness of liabilities permitted to be made pursuant to this Section 7.06(b), no Default or Event of Default shall then exist or result therefrom; (c) so long as Holdings owns no Default or Event of Default exists or would result therefrom, the US Borrower may pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to Section 7.13(c), with such amount Dividends to be paid in accordance with the terms of the capital stock respective certificate of designation therefor; (d) any Subsidiary of the Company as will permit it US Borrower that is not a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders, members or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Companypartners generally, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it the US Borrower or its respective Subsidiary that owns no less than a majority the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the outstanding common stock various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (e) [Intentionally Omitted] (f) [Intentionally Omitted] (g) the US Borrower may pay regularly accruing Dividends with respect to Qualified Preferred Stock through the issuance of additional shares of Qualified Preferred Stock (but not in cash or other property), in accordance with the terms of the Companydocumentation governing the same; (h) [Intentionally Omitted] (i) [Intentionally Omitted] (j) the US Borrower may pay regular quarterly cash Dividends on, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses)or effect cash repurchases of, including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof)US Borrower Common Stock; provided that no such Dividends or repurchases under this paragraph (j) shall be made unless (A) the aggregate payments paid amount of such Dividends and repurchases in each fiscal year of the US Borrower does not exceed, when combined with the aggregate amount of Voluntary Debt Retirement Expenditures made during such fiscal year pursuant to this clause (iii) will not exceed 0.20of Section 7.12(a), the sum of (1) $80,000,000 and (2) 50% of the consolidated net sales Consolidated Net Income (calculated solely for this purpose without regard to clauses (a)(i) through (a)(iii) of the Company and its Subsidiaries definition of “Consolidated Net Income”), if positive, for such the immediately preceding fiscal year; , (ivB) as long as at the time of the payment of such Dividends or repurchases of US Borrower Common Stock and after giving effect thereto no Default or Event of Default shall have occurred and be continuing or would result therefromcontinuing, (C) on a Pro Forma Basis after giving effect to the Company may purchase, or may pay payment of such Dividends and to Holdings to enable Holdings to purchase, Management Stock such stock repurchases the US Borrower is in compliance with Section 7.09 and Vested Options from the members Section 7.10 as of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the most recently ended four fiscal quarter immediately preceding quarters of the US Borrower and (D) prior to the payment of any such Dividends or effecting any such repurchase of US Borrower Common Stock, if requested by the Administrative Agent, the Administrative Agent shall have received a certificate, dated the date of calculation to Consolidated EBITDA on which such Dividend is paid or repurchase made and signed by the chief financial officer of the Company US Borrower, confirming compliance with clauses (A), (B) and (C) above and containing the calculations necessary for demonstrating such compliance; and (k) [Intentionally Omitted] (l) [Intentionally Omitted] (m) the Test Period ending US Borrower may pay any one-time special cash Dividend or effect cash repurchases of shares of US Borrower Common Stock, Preferred Stock of the US Borrower or options to purchase US Borrower Common Stock or Preferred Stock of the US Borrower, as the case may be; provided that no such special Dividend or repurchase of Equity Interests under this paragraph (m) shall be paid or made unless (i) at the end time of the fiscal quarter such Dividend or repurchase and immediately preceding the date after giving effect thereto, no Default or Event of calculationDefault shall have occurred and be continuing, (ii) on a pro forma basis Pro Forma Basis after giving effect to any Designated Acquisitions made during such Test PeriodDividend or repurchase, (x) the US Borrower is in compliance with Section 7.09 and Section 7.10 as of the last day of the most recently ended four fiscal quarters of the US Borrower and (y) the Total Leverage Ratio is less than 3.5 3.00 to 1.01.00 as of the last day of the most recently ended four fiscal quarters of the US Borrower and (iii) immediately after the payment of such Dividend or consummation of such repurchase, and giving effect to the expenditure of all amounts required therefor, the Available Liquidity is no less than $150,000,000.

Dividends, Etc. The Company will not, and will not permit any In the case of its Subsidiaries tothe Borrower, declare or pay any dividends or return any capital todividends, its shareholders or members or authorize or make any other distributionpurchase, payment or delivery of property or cash to its shareholders or members as such, or redeem, retire, purchase defease or otherwise acquire, directly or indirectly, acquire for any consideration, value any of its equity interest capital stock or any warrants, rights or options to acquire such capital stock, now or hereafter outstanding (outstanding, return any capital to its stockholders as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or securities to its stockholders as such or issue or sell any capital stock or any warrants for warrants, rights or options or stock appreciation rights in respect of any of to acquire such equity interests), or set aside any funds for any of the foregoing purposescapital stock, or permit any of its Subsidiaries to purchase do any of the foregoing or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for consideration value any equity interest of the Company or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) (all of the foregoing, "Dividends"), except that (i) any Subsidiary of a Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings Borrower or any warrants, rights or options to acquire such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries capital stock or to Holdings' ownership thereof; (iii) payments issue or sell any capital stock or any warrants, rights or options to Holdingsacquire such capital stock, for except that, so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing at the time of any action described in clauses (A) through (C) below or would result therefrom, (i) the Company Borrower may (A) declare and pay dividends and distributions payable only in common stock of the Borrower, (B) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Advances pursuant to Section 2.06(b), purchase, redeem, retire, defease or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options otherwise acquire shares of its capital stock with the proceeds received from the members issue of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such new shares of Management Stock its capital stock with equal or Vested Options were initially issued; (v) payments in respect of the Transaction; inferior voting powers, designations, preferences and rights, and (viC) from declare and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on to Holding solely to make payments required to be made by Holding under the Preferred Stock if Stockholders Agreement and to permit Holding to pay its current obligations in the ratio ordinary course of Indebtedness for borrowed money business, provided, that the aggregate payments made pursuant to this clause (C) shall not exceed $100,000 in any Fiscal Year and (ii) any Subsidiary of the Company Borrower may (A) declare and its Subsidiaries on pay cash dividends to the last day Borrower and (B) declare and pay cash dividends to any other wholly-owned Subsidiary of the fiscal quarter immediately preceding the date Borrower of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on which it is a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Subsidiary.

Dividends, Etc. The Company will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of the Company or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights (other than such rights as are granted only to employees as compensation for their employment) in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and the Company will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the capital stock of the Company or any other Subsidiary, as Subsidiary of the case may be, Company now or hereafter outstanding (or any options or warrants or such stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends", it being understood that the payments made in accordance with the clauses contained in the proviso of Section 8.07 shall not be deemed to be Dividends), except that that: (i) any Subsidiary of a Borrower the Company may pay Dividends to the Company or any Wholly-Owned Subsidiary of the Company; (ii) prior to consummation of an initial public offering (including the Initial Public Offering), the Company may redeem or purchase shares of the Company Common Stock or options to purchase the Company Common Stock, as the case may be, held by former employees (or their heirs) of the Company or any of its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is Subsidiaries following the termination of their employment; PROVIDED that (x) a Borrower or the only consideration paid by the Company in respect of such redemptions and/or purchases shall be cash and/or subordinated notes of the Company in form and substance satisfactory to the Agent and (y) a Subsidiary the sum of a Borrower; (iiI) the payment to Holdings or any other Person aggregate amount paid by the Company in cash in respect of which Holdings is a member all such redemptions and/or purchases plus (II) the aggregate amount of its consolidated tax group, for so all principal and interest payments made on such subordinated notes shall not exceed $1,000,000 in any consecutive twelve months of the Company; (iii) as long as Holdings owns such no Default or Event of Default shall then exist or result therefrom, regular quarterly cash dividends on the Superior Preferred Stock may be paid in an aggregate amount of the capital stock per fiscal quarter of the Company as will permit it or a member not to exceed $300,000, PROVIDED that such dividend is not declared earlier than ten days after the delivery to the Banks of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed required financial statements and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries related Officer's Certificate for such fiscal year; period contemplated by Section 7.01 of this Agreement; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exist or would result therefrom, with respect to each Special Dividend Period, the Company may purchase, or may declare and pay Dividends to Holdings to enable Holdings to purchase, Management a dividend on the Company's Common Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate5,000,000; provided PROVIDED that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end to Consolidated Fixed Charges of the fiscal quarter immediately preceding the date of calculation, Company for such Special Dividend Period (determined on a pro forma PRO FORMA basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 dividend) exceeds 1.0 to 1.0., except that with respect to the second Special Dividend Period and each Special Dividend Period thereafter, the amount of such dividend may exceed $5,000,000 (but may not exceed $7,500,000) but only if such ratio for such Special Dividend Period exceeds 1.10 to 1, it being understood that for each such Special Dividend Period any dividend under this Section 8.06(iv) may not be declared earlier than ten days after the delivery to the Banks of the financial statements and related Officer's Certificate for the last fiscal period of such Special Dividend Period required by Section 7.01 and an Officer's Certificate showing, in reasonable detail, compliance with the applicable ratio set forth in this Section 8.06; (v) so long as no Default or Event of Default shall then exist or result therefrom, the Company may declare and pay a Dividend from, and in an amount not to exceed, the net cash proceeds of the Initial Public Offering but only after giving effect to all repayments and commitment reductions resulting from the Initial Public Offering as contemplated by this Agreement, including without limitation, Section 3 hereof; PROVIDED that such dividend may not exceed the sum of (x) $53,300,000 and (y) the net cash proceeds (net of all underwriting discounts, fees and commissions and other costs and expenses associated therewith) from the sale of Company Common Stock in the Initial Public Offering upon exercise of the underwriters' over-allotment option; and (vi) shares of the Superior Preferred Stock may be repurchased, PROVIDED that the only consideration to be paid in connection therewith shall be shares of (x) Company Common Stock and/or (y) Company preferred stock having terms identical, in all material respects, to the Superior Preferred Stock (including as to dividend rate and

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or make any payment pursuant to a tax sharing agreement, or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of a the Borrower may pay Dividends to the Borrower, any Wholly-Owned Subsidiary of the Borrower, IMED Pty or IMED Ltd.; (ii) Holdings may redeem or purchase shares of Holdings Common Stock or options to purchase Holdings Common Stock, respectively, held by former employees of Holdings or any of its parent corporation Subsidiaries following the termination of their employment, provided that (w) the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is Shareholder Subordinated Notes, (x) a Borrower the sum of (A) the aggregate amount paid by Holdings in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of all principal and interest payments made on Shareholder Subordinated Notes, shall not exceed $1,000,000 in any fiscal year of Holdings, provided that to the extent an amount less than $1,000,000 is used for such payments during any fiscal year, then the unused portion may be applied cumulatively over the following fiscal years as long as no more than $3,000,000 in the aggregate is used for such payments in any one fiscal year, provided, further that such amount shall be increased by an amount (not to exceed $1,000,000 for purposes of this clause (ii)) equal to the proceeds received by Holdings after the Initial Borrowing Date from the sale or issuance of Holdings Common Stock to management of Holdings or any of its Subsidiaries and (y) a Subsidiary at the time of a Borrower; (ii) the any cash payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings permitted to be entitled to file consolidated federal tax returns with the Company, for income taxes made pursuant to the Tax Allocation Agreement this Section 8.06(ii), including any cash payment under a Shareholder Subordinated Note, no Default or for the purpose Event of enabling Holdings Default shall then exist or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; result therefrom; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Company Borrower may purchasepay cash Dividends to Holdings, so long as Holdings promptly uses such proceeds for the purposes described in clause (ii) of this Section 8.06; (iv) the Borrower may pay cash Dividends to Holdings, so long as the proceeds thereof are promptly used by Holdings to pay operating expenses in the ordinary course of business (including, without limitation, professional fees and expenses) and other similar corporate overhead costs, expenses and expenditures, or may to pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members salaries or other compensation of management of employees who perform services for Holdings and its Subsidiariesthe Borrower, in an provided that the aggregate amount of cash Dividends paid pursuant to this Section 8.06(iv) shall not to exceed $500,000 in during any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person Borrower exceed, when added to whom any licensing agreement payments made by the Borrower or any of its Subsidiaries to Holdings during such shares of Management Stock or Vested Options were initially issued; fiscal year, $1,500,000; (v) payments the Borrower may pay cash Dividends to Holdings, so long as the proceeds thereof are promptly interest (when and as due and payable) on Indebtedness to Remain Outstanding of Holdings or (y) accrued but unpaid interest on Indebtedness to Remain Outstanding permitted pursuant to Section 8.15(i)(c), provided that in respect clauses (x) and (y) no Default or Event of Default has occurred and is continuing at the Transaction; and time of any such Dividend; (vi) from and after so long as no Default or Event of Default then exists or would result therefrom, upon the fifth anniversary final scheduled maturity of the Closing Date7-1/4 Debentures, the Company Borrower may pay cash Dividends to Holdings in order an amount equal to permit the principal amount of such 7-1/4% Debentures, so long as the proceeds thereof are promptly used by Holdings to pay repay the principal of such 7-1/4% Debentures, provided that the cash dividends on Dividends may only be paid pursuant to this clause (vi) to the Preferred Stock if extent that the ratio of Indebtedness for borrowed money of the Company Leverage Ratio at such time (determined both before and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to such Dividends (and the incurrence of any Designated Acquisitions made during Indebtedness to finance such Test Period, Dividends)) is less than 3.5 or equal to 1.03.0:1.0; (vii) the Borrower may pay cash Dividends to Holdings in the amounts and at the times provided for under the Holdings Tax Allocation Agreement, provided that the amount of cash Dividends so paid with respect to a taxable year or other taxable period shall not exceed the sum of: (x) the lesser of (A) the federal income taxes that the Borrower and its Subsidiaries (the "Borrower Subgroup") would be required to pay with respect to such taxable year if the Borrower Subgroup had filed a separate consolidated federal income tax return for the current year and for all prior taxable years (collectively, the "Hypothetical Separate Federal Income Tax Liability"), and (B) the product of (I) the federal income tax liability of the Holdings Consolidated Group for such year and (II) a fraction, (a) the numerator of which is an amount equal to the Hypothetical Separate Federal Income Tax Liability for such year and (b) the denominator of which is the sum of (x) the Hypothetical Separate Federal Income Tax Liability of the Borrower Subgroup for such year plus (y) the separate federal income tax liability (or less the corresponding negative tax liability) that each other member of the Holdings Consolidated Group would have incurred for such year if such corporations had filed separate federal income tax returns for such year and all prior years (provided that the amount determined under this clause (y) shall not be less than zero), PROVIDED that, in the event that the income tax liability of the Holdings Consolidated Group for any taxable year exceeds the Hypothetical Separate Federal Income Tax Liability of the Borrower Subgroup for such year (an "Excess Tax Liability"), the Borrower may pay to Holdings (as an additional Dividend) such Excess Tax Liability, PROVIDED, HOWEVER, that the Borrower shall not pay to Holdings any amount in respect of an Excess Tax Liability that is greater than (A) the sum of the Hypothetical Separate Federal Income Tax Liability of the Borrower Subgroup for all taxable years ending after the Effective Date minus (B) the sum of all amounts previously paid by the Borrower to Holdings pursuant to this clause (x); and (y) if the Borrower or any of its Subsidiaries file combined, consolidated or unitary state tax returns with Holdings for any taxable year or other taxable period, the amount of state income taxes in respect of which a combined, consolidated or unitary return was filed, calculated under the same methodology set forth in clause (x) with respect to federal income tax liability. If Holdings receives a refund or a credit or is subject to any final determination with respect to any audit adjustment (including interest and penalties) with respect to tax liabilities which relates to any taxable year or other taxable period in which the Borrower or its Subsidiaries are included in the Holdings Consolidated Group or file combined, consolidated or unitary state tax returns with Holdings, then the amount of the payments provided for in this clause (vii) shall be recomputed (and appropriate adjustments in payments shall be made) for all affected taxable years in accordance with the principles enumerated above to take into account any such refund, credit or final determination; and (viii) Holdings may utilize the proceeds from the sale of any Permitted Holdings Investments (net of the repayment of outstanding loans made by Holdings to Fidata) to pay cash Dividends to its shareholders, PROVIDED that the amount of Dividends permitted pursuant to this Section 8.06(viii) shall be reduced by the amount of such net cash proceeds used for the purposes set forth in clause (B) of the definition of Excess Proceeds Amount.

Dividends, Etc. The Company Holdings and the Borrower will not, and will not permit any of its their respective Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of the Person paying such dividend) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any considerationa consideration (other than consideration in the form of common stock of the Person paying such dividend), any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or purposes and Holdings and the Borrower will not permit any of its their respective Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings, the Borrower or any other Subsidiary, as the case may be, of their respective Subsidiaries now or hereafter outstanding (or any warrants for or options or warrants or stock appreciation rights issued by such Person with in respect to its equity interestof any such shares) (all of the foregoing, foregoing "DividendsDIVIDENDS"), except that that: (ia) any Subsidiary of a the Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the Borrower or (y) a any Wholly-Owned Subsidiary of a Borrower; the Borrower which owns equity interest therein; (b) Holdings may pay regularly scheduled Dividends on the Permitted Preferred Stock pursuant to the terms thereof solely through the issuance of additional preferred shares of such Permitted Preferred Stock; (c) the Borrower may pay Dividends or make loans to Holdings to enable Holdings to (i) pay reasonable and customary corporate and administrative expenses not to exceed in the aggregate $500,000 per year in the ordinary course and (ii) make payments expressly permitted pursuant to Section 8.7; (d) so long as the payment payments relate to Holdings or any other Person in respect of a period for which Holdings the Borrower is a member of its the same consolidated tax group, for so long group as Holdings owns such amount of for federal income tax purposes, the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes Borrower may make payments required pursuant to the Tax Allocation Sharing Agreement as in effect on the Effective Date and delivered to the Administrative Agent pursuant to Section 5.1(m); (e) Holdings may repurchase Holdings Common Stock or options to purchase Holdings Common Stock held by current or former directors, executives, officers, members of management or employees of Holdings, the Borrower or any of their respective Subsidiaries (or their spouses or estates), PROVIDED that (1) no Default or Event of Default then exists or would exist immediately after giving effect thereto and (2) the aggregate amount of cash expended by Holdings pursuant to this clause (e) during any fiscal year of Holdings shall not exceed $3,000,000 in the aggregate; (f) the Borrower may pay cash Dividends or make loans to Holdings for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to make the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those purchases referred to in clause (iie) above, so long as all proceeds thereof are promptly used by Holdings to make such purchases and/or pay such Dividends; and (g) repurchases of capital stock of Holdings which taxes are attributable may be deemed to the operations occur upon exercise of stock options if such capital stock represents a portion of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% exercise price of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing or would result therefrom, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0options.

Dividends, Etc. (a) The Company Borrower will not, and will not permit --------------- any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in capital stock of such Person) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (i) any Subsidiary of a the Borrower may pay Dividends dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the Borrower or (y) to a Subsidiary of a BorrowerGuarantor; and (ii) the payment Borrower may redeem or repurchase Common Stock (or options to Holdings purchase such Common Stock) from (1) officers, employees and directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise in accordance with (x) the Stockholders Agreement and (y) any stock option plan or any employee stock ownership plan, or (2) other stockholders of the Borrower, so long as the purpose of such purchase is to acquire Common Stock for reissuance to new officers, employees and directors (or their estates) of the Borrower to the extent so reissued within 12 months of any such purchase, provided that in all such cases (A) no Default or Event of -------- Default is then in existence or would arise therefrom and (B) the aggregate amount of all cash paid in respect of all such shares so redeemed or repurchased in any calendar year does not exceed $2,500,000 plus (I) ---- proceeds of key-man life insurance used for the purposes set forth in subclause (2) and (II) the Available Excess Cash Flow Amount at the time of any such redemption and repurchase (before giving effect thereto) and, provided further, that in the event that the Borrower subsequently resells ---------------- to any member of its, or any Subsidiary Guarantors', management any shares redeemed or repurchased pursuant to this clause (ii), the amount of repurchases the Borrower may make from Management Investors pursuant to this clause (ii) shall be increased by an amount equal to any cash received by the Borrower upon the resale of such shares. (b) The Borrower will not, and will not permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to the Borrower or any Subsidiary, (b) make loans or advances to the Borrower or any Subsidiary, or (c) transfer any of its properties or assets to the Borrower or any Subsidiary or (B) the ability of the Borrower or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount Subsidiary of the capital stock of Borrower to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the CompanyObligations, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to prohibitions or restrictions existing under or by reason of: (i) this Agreement and the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; other Credit Documents; (ii) applicable law; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records customary non-assignment provisions entered into in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; consistent with past practices; (iv) as any restriction or encumbrance with respect to a Subsidiary of the Borrower imposed pursuant to an agreement which has been entered into for the sale or disposition of all or substantially all of the capital stock or assets of such Subsidiary, so long as no Default such sale or Event disposition is permitted under this Agreement; and (v) Liens permitted under Section 8.03 and any documents or instruments governing the terms of Default shall have occurred and be continuing any Indebtedness or would result therefromother obligations secured by any such Liens, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may prohibitions or restrictions apply only be made in connection with purchases of Management Stock and Vested Options upon to the termination of employment, death or disability of the person assets subject to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Liens.

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends or return any capital to, to its shareholders stockholders or members or 132 authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to enter into any Synthetic Purchase Agreement with respect to or purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) capital stock), and Holdings will not permit any of the Unrestricted Subsidiaries to enter into any Synthetic Purchase Agreement with respect to, or purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of capital stock of Holdings (all of the foregoing, except to the extent paid by such Person to its shareholders with the common stock of such Person, "Dividends"), except that that: (ia) any Subsidiary of a the US Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the US Borrower or (y) a any Wholly-Owned Subsidiary of a the US Borrower; (b) the US Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, redeem or purchase shares of Holdings Common Stock, Preferred Stock of Holdings or options to purchase Holdings Common Stock or Preferred Stock of Holdings, as the case may be, in either case held by former employees, consultants, officers or directors of Holdings or any of its Subsidiaries following the termination of their employment or resignation from their respective positions (by death, disability or otherwise) issued to any such employees, consultants, officers or directors; PROVIDED that (i) the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Holdings Shareholder Subordinated Notes, (ii) the payment to sum of (A) the aggregate amount paid by Holdings or any other Person in cash in respect of which Holdings is a member of its consolidated tax groupall such Dividends, for so long as Holdings owns such redemptions and/or purchases made pursuant to this Section 7.06(b) PLUS (B) the aggregate amount of liabilities so forgiven PLUS (C) the capital stock aggregate amount of all cash principal and interest payments made on HoldingsShareholder Subordinated Notes, in each case after the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the CompanyInitial Borrowing Date, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesshall not exceed $10,000,000, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments at the time of any cash Dividend, payment or forgiveness of liabilities permitted to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient be made pursuant to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expensesthis Section 7.06(b), including in connection with its complying with its reporting obligations any cash payment under a Holdings Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; (including filings with the SEC and any exchange on which Holdings' securities are tradedc) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, the Company may purchase, or US Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to purchaseSection 7.13(c), Management with such Dividends to be paid in accordance with the terms of the respective certificate of designation therefor; (d) any Subsidiary of the US Borrower that is not a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders, members or partners generally, so long as the US Borrower or its respective Subsidiary that owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and 133 taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (e) the Merger Transactions shall be permitted; (f) the US Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay operating expenses incurred in the ordinary course of business (including, without limitation, outside directors and professional fees, expenses and indemnities) and other similar corporate overhead costs and expenses; PROVIDED that the aggregate amount of all cash Dividends paid pursuant to this clause (f) shall not exceed $2,000,000 in any fiscal year of the US Borrower; (g) the US Borrower may pay cash Dividends to Holdings (and Holdings may pay cash Dividends to any direct or indirect parent company of Holdings that is the taxpayer for the consolidated group of which Holdings and the Domestic Subsidiaries are members) at the times and in the amounts necessary to enable Holdings (and/or such direct or indirect parent company) to pay its tax obligations; PROVIDED that (i) the aggregate amount of cash Dividends paid pursuant to this clause (g) to enable Holdings (and/or such direct or indirect parent company) to pay United States Federal and state income taxes at any time shall not exceed the aggregate amount of such United States Federal and state income taxes equal to the lesser of (A) the aggregate amount of taxes actually owing by Holdings (determined as if Holdings were the ultimate taxpayer for its consolidated group) and (B) the aggregate amount of taxes actually owing by such direct or indirect parent company, in each case at such time for the respective period, (ii) any refunds received by Holdings (and/or such direct or indirect parent company) shall promptly be returned by Holdings (and/or such direct or indirect parent company to Holdings for return) to the US Borrower, (iii) Holdings may pay Dividends only pursuant to this clause (g) to pay any direct or indirect parent company's United States Federal and state income tax obligations and (iv) at such time as Holdings is the ultimate taxpayer for its consolidated group, no further Dividends may be paid by Holdings pursuant to this clause (g); and (h) Holdings may pay regularly accruing Dividends with respect to the Initial Preferred Stock and Vested Options other Qualified Preferred Stock through the issuance of additional shares of Initial Preferred Stock and Qualified Preferred Stock (but not in cash), respectively, in accordance with the terms of the documentation governing the same; (i) the US Borrower may pay the Holdings Distribution; and (j) Holdings may redeem or repurchase shares of Qualified Preferred Stock and/or Holdings Common Stock held by the Apollo Group or an Affiliate thereof for an amount of cash not in excess of the amount of net cash proceeds received by Holdings from the substantially simultaneous issuances of Qualified Preferred Stock and/or Holdings Common Stock to Persons that are members of management of Holdings and its Subsidiaries, in Subsidiaries at the time of such issuance; PROVIDED that Holdings may not redeem or repurchase shares of Qualified Preferred Stock and/or Holdings Common Stock held by 134 Apollo or an Affiliate thereof pursuant to this clause (j) for an amount not to exceed of cash in excess of $500,000 in any fiscal year and $2,500,000 2,000,000 in the aggregate; provided that such payments may only be made in connection with purchases aggregate during the term of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0this Agreement.

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock or comparable common equity interests of Holdings or any such Subsidiary, as the case may be) or return any capital to, its shareholders stockholders, partners, members or members other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders stockholders, partners, members or members other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock or similar appreciation rights in respect of any of such equity interestsshares or other Equity Interests), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock or other Equity Interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock or similar appreciation rights issued by such Person with respect to its equity interestcapital stock or other Equity Interests) (all of the foregoing, foregoing "Dividends"), except that that: (i) (x) any Subsidiary of a the Borrower may pay Dividends to its parent corporation the Borrower or any Wholly-Owned Subsidiary of the Borrower and (and pro rata y) any non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its shareholders generally so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary); (a) Holdings may redeem or purchase shares of Holdings Common Stock or other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is Equity Interests of Holdings held by former employees of Holdings or any of its Subsidiaries following the termination of their employment, PROVIDED that (x) a Borrower or the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash and Shareholder Subordinated Notes, (y) a Subsidiary the sum of a Borrower; (iiA) the aggregate amount paid by Holdings in cash in respect of all such redemptions and/or purchases PLUS (B) the aggregate amount of all principal and interest payments made on Shareholder Subordinated Notes, shall not exceed $5,000,000 in any fiscal year of Holdings, and (z) at the time of any cash payment permitted to be made pursuant to this Section 8.07(ii), including any cash payment under a Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom, PROVIDED FURTHER, that notwithstanding the foregoing provisions of this Section 8.07(ii) (but subject to preceding clause (z)), Holdings may redeem or repurchase additional shares of Holdings Common Stock or other Equity Interests of Holdings owned by former employees of Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Subsidiaries upon the termination of their employment in an amount equal to the proceeds received by Holdings owns such amount after the Effective Date from the sale or issuance of the capital stock of the Company as will permit it or a member of the consolidated tax group ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Stock to management of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose and/or any of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed its Subsidiaries; and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iiib) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Company may purchase, or Borrower may pay cash Dividends to Holdings so long as Holdings promptly uses such proceeds for the purposes described in clause (ii)(a) of this Section 8.07; (iii) the Borrower may pay cash Dividends to Holdings, so long as the proceeds thereof are promptly used by Holdings to (x) pay operating expenses in the ordinary course of business (including, without limitation, professional fees and expenses) and other similar corporate overhead costs and expenses and (y) pay salaries or other compensation of employees who perform services for Holdings and the Borrower, PROVIDED that the aggregate amount of cash Dividends paid pursuant to this clause (iii) shall not exceed $5,000,000 during any fiscal year of Holdings; (iv) the Borrower may pay cash Dividends to Holdings in the amounts and at the times of any payment by Holdings in respect of taxes, PROVIDED that (x) the amount of cash Dividends paid pursuant to this clause (iv) to enable Holdings to purchase, Management Stock and Vested Options from pay federal income taxes at any time shall not exceed the members lesser of management (A) the amount of such federal income taxes owing by Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in at such time for the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; respective period and (viB) from and after the fifth anniversary amount of such federal income taxes that would be owing by the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company Borrower and its Subsidiaries on the last day a consolidated basis for such period if determined without regard to Holdings' ownership of the fiscal quarter immediately preceding Borrower and (y) any refunds shall promptly be returned by Holdings to the date Borrower; (v) Holdings may pay regularly scheduled Dividends on the Permitted Holdings PIK Securities (to the extent issued as preferred stock) pursuant to the terms thereof solely through the issuance of calculation to Consolidated EBITDA additional shares of such Permitted Holdings PIK Securities, PROVIDED that in lieu of issuing additional shares of such Permitted Holdings PIK Securities as Dividends, Holdings may increase the liquidation preference of the Company for shares of Permitted Holdings PIK Securities in respect of which such Dividends have accrued; and (vi) the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Transaction shall be permitted.

Dividends, Etc. The Company Holdings will not, and will not permit any of --------------- its Subsidiaries to, declare or pay any dividends or return any capital to, to its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to enter into any Synthetic Purchase Agreement with respect to or purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) capital stock), and Holdings will not permit any of the Unrestricted Subsidiaries to enter into any Synthetic Purchase Agreement with respect to, or purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of capital stock of Holdings (all of the foregoing, except to the extent paid by such Person to its shareholders with the common stock of such Person, "Dividends"), except that that: (ia) any Subsidiary of a the US Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a the US Borrower or (y) a any Wholly-Owned Subsidiary of a the US Borrower; (b) the US Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, redeem or purchase shares of Holdings Common Stock, Preferred Stock of Holdings or options to purchase Holdings Common Stock or Preferred Stock of Holdings, as the case may be, in either case held by former employees, consultants, officers or directors of Holdings or any of its Subsidiaries following the termination of their employment or resignation from their respective positions (by death, disability or otherwise) issued to any such employees, consultants, officers or directors; provided that (i) the only consideration paid by Holdings in -------- respect of such redemptions and/or purchases shall be cash, forgiveness of liabilities and/or Holdings Shareholder Subordinated Notes, (ii) the payment to sum of (A) the aggregate amount paid by Holdings or any other Person in cash in respect of which Holdings is a member of its consolidated tax groupall such Dividends, for so long as Holdings owns such redemptions and/or purchases made pursuant to this Section 7.06(b) plus (B) the aggregate amount of liabilities so forgiven plus (C) ---- ---- the capital stock aggregate amount of all cash principal and interest payments made on Holdings Shareholder Subordinated Notes, in each case after the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the CompanyInitial Borrowing Date, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesshall not exceed $10,000,000, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments at the time of any cash Dividend, payment or forgiveness of liabilities permitted to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient be made pursuant to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expensesthis Section 7.06(b), including in connection with its complying with its reporting obligations any cash payment under a Holdings Shareholder Subordinated Note, no Default or Event of Default shall then exist or result therefrom; (including filings with the SEC and any exchange on which Holdings' securities are tradedc) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as so long as no Default or Event of Default shall have occurred and be continuing exists or would result therefrom, the Company may purchase, or US Borrower may pay cash Dividends to Holdings to enable Holdings to, and Holdings may, pay regularly accruing cash Dividends on Disqualified Preferred Stock issued pursuant to purchaseSection 7.13(c), Management with such Dividends to be paid in accordance with the terms of the respective certificate of designation therefor; (d) any Subsidiary of the US Borrower that is not a Wholly-Owned Subsidiary may pay cash Dividends to its shareholders, members or partners generally, so long as the US Borrower or its respective Subsidiary that owns the equity interest or interests in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holdings of equity interests in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of equity interests in such Subsidiary or the terms of any agreements applicable thereto); (e) the Merger Transactions shall be permitted; (f) the US Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to pay operating expenses incurred in the ordinary course of business (including, without limitation, outside directors and professional fees, expenses and indemnities) and other similar corporate overhead costs and expenses; provided that the -------- aggregate amount of all cash Dividends paid pursuant to this clause (f) shall not exceed $2,000,000 in any fiscal year of the US Borrower; (g) the US Borrower may pay cash Dividends to Holdings (and Holdings may pay cash Dividends to any direct or indirect parent company of Holdings that is the taxpayer for the consolidated group of which Holdings and the Domestic Subsidiaries are members) at the times and in the amounts necessary to enable Holdings (and/or such direct or indirect parent company) to pay its tax obligations; provided that (i) the aggregate amount -------- of cash Dividends paid pursuant to this clause (g) to enable Holdings (and/or such direct or indirect parent company) to pay United States Federal and state income taxes at any time shall not exceed the aggregate amount of such United States Federal and state income taxes equal to the lesser of (A) the aggregate amount of taxes actually owing by Holdings (determined as if Holdings were the ultimate taxpayer for its consolidated group) and (B) the aggregate amount of taxes actually owing by such direct or indirect parent company, in each case at such time for the respective period, (ii) any refunds received by Holdings (and/or such direct or indirect parent company) shall promptly be returned by Holdings (and/or such direct or indirect parent company to Holdings for return) to the US Borrower, (iii) Holdings may pay Dividends only pursuant to this clause (g) to pay any direct or indirect parent company's United States Federal and state income tax obligations and (iv) at such time as Holdings is the ultimate taxpayer for its consolidated group, no further Dividends may be paid by Holdings pursuant to this clause (g); and (h) Holdings may pay regularly accruing Dividends with respect to the Initial Preferred Stock and Vested Options other Qualified Preferred Stock through the issuance of additional shares of Initial Preferred Stock and Qualified Preferred Stock (but not in cash), respectively, in accordance with the terms of the documentation governing the same; (i) the US Borrower may pay the Holdings Distribution; and (j) Holdings may redeem or repurchase shares of Qualified Preferred Stock and/or Holdings Common Stock held by Apollo or an Affiliate thereof for an amount of cash not in excess of the amount of net cash proceeds received by Holdings from the substantially simultaneous issuances of Qualified Preferred Stock and/or Holdings Common Stock to Persons that are members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in Subsidiaries at the aggregatetime of such issuance; provided that such payments Holdings may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death not redeem or disability of the person to whom such repurchase shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Qualified -------- Preferred Stock if and/or Holdings Common Stock held by Apollo or an Affiliate thereof pursuant to this clause (j) for an amount of cash in excess of $2,000,000 in the ratio aggregate during the term of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0this Agreement.

Dividends, Etc. The Company Borrower will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends or distributions payable in shares of capital stock of the Borrower or any of its Subsidiaries, other than redeemable stock) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, any shares of any class of its equity interest capital stock now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or make any loans or advances to Affiliates, or set aside any funds for any of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, "Dividends"), except that (i) any direct or indirect Subsidiary of a the Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is the Borrower or a Wholly Owned Subsidiary of the Borrower, (ii) the Borrower or any Subsidiary of the Borrower may pay to Holdings any amounts required (x) for the payment of any taxes payable (A) by Holdings or (B) by Holdings, the Borrower and/or its Subsidiaries on a Borrower consolidated, combined or unitary basis or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in with respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxesRefinancing and related transactions, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority the Borrower or any of its Subsidiaries may purchase capital stock held by employees of the outstanding common Borrower or any of its Subsidiaries pursuant to any employee stock option or other benefit plan thereof upon the termination, retirement or death of the Company, any such employee in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings accordance with the SEC and provisions of any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records such plan in the ordinary course of business and Holdings' costs and expenses relating to taxes, other an amount not greater than those referred to $250,000 in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof)any calendar year; provided that the aggregate payments paid in each fiscal year Borrower may purchase capital stock pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company Employment Agreement with ▇▇. ▇▇▇▇▇ ▇▇▇▇▇ without regard to such limitation; and its Subsidiaries for such fiscal year; (iv) as long as no Default the Borrower or Event any of Default shall have occurred and be continuing or would result therefrom, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation may make payments to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect Affiliates pursuant to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0and in compliance with Section 7.08 hereof.

Dividends, Etc. (a) The Company Borrower will not redeem, retire, purchase or otherwise acquire, directly or indirectly, any Capital Stock of Borrower or other evidence of ownership interest, or declare or pay dividends upon any Capital Stock of Borrower or make any distribution of Borrower's property or assets (any of the foregoing, a "Dividend"), provided that this Section 8.09 will not prohibit, so long as no Event of Default shall have occurred and is continuing or would occur as a consequence thereof, (i) the repurchase, redemption or other acquisition or retirement for value of any shares of Capital Stock of the Borrower from the estate of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ solely out of the proceeds of any policy of insurance maintained to provide funds for such purpose, (ii) to the extent the Indebtedness evidenced by such Note has not been assumed by the Borrower, the payment of dividends to Holdings in an annual amount not to exceed $120,000 to fund payments of interest on the ▇▇▇▇▇ Note, (iii) the payment of cash Dividends to Holdings to the extent the proceeds are promptly used to pay administrative costs arising in the ordinary course of business and cash interest when due on the Permitted Holdings Debt and (iv) the payment of cash Dividends to Holdings to be promptly utilized by Holdings to purchase its Common Stock (or options or warrants to purchase such Common Stock) from officers, employees and directors (or their estates) upon the death, permanent disability, retirement or termination of employment of any such Person or otherwise in accordance with any stock option plan or any employee stock ownership plan or any warrant plan. (b) The Borrower will not, and will not permit any of its Subsidiaries to, declare create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any Subsidiary to (a) pay dividends or make other distributions or pay any dividends Indebtedness owed to the Borrower or return any capital toSubsidiary, its shareholders (b) make loans or members advances to the Borrower or authorize any Subsidiary or make any other distribution, payment or delivery of property or cash to its shareholders or members as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any consideration, (c) transfer any of its equity interest now properties or hereafter outstanding (assets to the Borrower or any warrants for Subsidiary or options or stock appreciation rights in respect of any of such equity interests), or set aside any funds for any (B) the ability of the foregoing purposes, or permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest of the Company Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interest) (all Subsidiary of the foregoingBorrower to create, "Dividends")incur, except that assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) any Subsidiary of a Borrower may pay Dividends to its parent corporation (and pro rata to its this Agreement, the other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC Credit Documents and any exchange on which Holdings' securities are tradedSubordinated Debt Indenture (once executed);(ii) and obligations to prepare and distribute business records applicable law;(iii) customary non-assignment provisions entered into in the ordinary course of business and Holdings' costs and expenses relating consistent with past practices;(iv) any restriction or encumbrance with respect to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations a Subsidiary of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year Borrower imposed pursuant to this clause (iii) will not exceed 0.20% an agreement which has been entered into for the sale or disposition of all or substantially all of the consolidated net sales capital stock or assets of the Company and its Subsidiaries for such fiscal year; (iv) as Subsidiary, so long as no Default such sale or Event disposition is permitted under this Agreement; and (v) Liens permitted under Section 8.03 and any documents or instruments governing the terms of Default shall have occurred and be continuing any Indebtedness or would result therefromother obligations secured by any such Liens, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may prohibitions or restrictions apply only be made in connection with purchases of Management Stock and Vested Options upon to the termination of employment, death or disability of the person assets subject to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Liens.

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its shareholders stockholders, partners or members other equity holders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders stockholders, partners or members other equity holders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock or other Equity Interests, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock or other Equity Interests of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock or other Equity Interests) (all of the foregoing, "foregoing “Dividends")”) or make any payments in respect of any outstanding Shareholder Subordinated Notes, except that that: (i) (x) any Subsidiary of a the Borrower may pay Dividends to its parent corporation the Borrower or any Wholly-Owned Subsidiary of the Borrower and (and pro rata y) any non-Wholly-Owned Subsidiary of the Borrower may pay cash Dividends to its other shareholders generally so long as the Borrower or its respective Subsidiary which owns the Equity Interest in the Subsidiary paying such Dividends receives at least its proportionate share thereof (based upon its relative holding of the Equity Interest in the Subsidiary paying such Dividends and taking into account the relative preferences, if any, of the various classes of Equity Interests of such Subsidiary is not wholly-ownedSubsidiary); (ii) if Holdings may redeem or purchase shares of Holdings Common Stock or options to purchase Holdings Common Stock, as the case may be, held by former officers or employees of Holdings or any of its Subsidiaries (or corporations owned by former officers or employees) following the termination of their employment and may make payments to former officers or employees of Holdings or any of its Subsidiaries in respect of certain tax liabilities arising from the exercise of options to purchase Holdings Common Stock, provided that (w) the only consideration paid by Holdings in respect of such parent corporation is redemptions, purchases and/or payments shall be cash and Shareholder Subordinated Notes, (x) a Borrower or no payments shall be made in respect of any Shareholder Subordinated Notes, (y) a Subsidiary of a Borrower; (ii) the payment to aggregate amount paid by Holdings or any other Person in cash in respect of which Holdings is a member all such redemptions, purchases and/or payments shall not exceed $5,000,000 in any fiscal year of its consolidated tax groupHoldings, for so long as Holdings owns such provided that in the event that the amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings cash permitted to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year spent pursuant to this clause (iiiy) will not exceed 0.20% in any fiscal year of Holdings (before giving effect to any increase in such permitted amount pursuant to this proviso) is greater than the consolidated net sales amount of the Company cash actually expended by Holdings and its Subsidiaries during any fiscal year of Holdings, 50% of such excess may be carried forward and used to make cash redemptions and repurchases of Holdings’ Common Stock in the immediately succeeding fiscal year of Holdings, provided further that no amount once carried forward pursuant to the immediately preceding proviso may be carried forward to any fiscal year thereafter and such amounts carried forward in any fiscal year may only be utilized after Holdings has spent its full $5,000,000 allotment for such cash redemptions or repurchases in such fiscal year; year of Holdings, provided further that notwithstanding the foregoing provisions of this Section 9.06(ii) (ivbut subject to following clause (z)) as Holdings may redeem or repurchase shares of Holdings’ Common Stock owned by former officers or employees of Holdings or any of its Subsidiaries upon the death or permanent disability of such officer or employee with cash in excess of amounts permitted above in this clause (y) not to exceed $4,000,000 in any fiscal year of Holdings and with the proceeds of any key man life insurance carried by Holdings and/or its Subsidiaries in respect of such deceased or permanently disabled officer or employee and (z) at the time of any cash payment permitted to be made pursuant to this Section 9.06(ii), no Default or Event of Default shall then exist or result therefrom; (iii) so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Company may purchase, or Borrower may pay cash Dividends to Holdings so long as the cash proceeds thereof are promptly used by Holdings for the purposes described in Section 9.06(ii); (iv) cash Dividends may be paid to Holdings so long as the proceeds thereof are promptly used by Holdings to pay operating expenses in the ordinary course of business (including, without limitation, professional fees and expenses, insurance premiums and corporate management fees) and other similar corporate overhead costs and expenses, so long as the aggregate amount of cash Dividends paid pursuant to this Section 9.06(iv) shall at no time during any fiscal year of the Borrower exceed $15,000,000; (v) the Borrower may pay cash Dividends to Holdings in the amounts and at the times of any payment by Holdings in respect of its taxes (or taxes of its consolidated group), provided that (x) the amount of cash Dividends paid pursuant to this clause (v) to enable Holdings to pay taxes at any time shall not exceed the amount of such taxes owing by Holdings at such time for the respective period and (y) any refunds received by Holdings attributable to the Borrower or any of its Subsidiaries shall be promptly returned by Holdings to the Borrower; (vi) repurchases of capital stock of Holdings deemed to occur upon the exercise of stock options if such capital stock represents a portion of the exercise price thereof and so long as no cash is otherwise paid or distributed by Holdings or any of its Subsidiaries in connection therewith; (vii) Holdings may pay Dividends on its Qualified Preferred Stock solely through the issuance of additional shares of Qualified Preferred Stock and not in cash; (viii) the Sponsor Distribution may be consummated in accordance with the requirements of Section 5.08(a); (ix) ▇▇▇▇▇▇ ▇▇ FA (Poland) may redeem or repurchase shares of its capital stock held by its employees, so long as the aggregate amount of cash paid in respect of such redemptions or repurchases shall not exceed $1,000,000; (x) Holdings may pay cash Dividends on Holdings Common Stock, and the Borrower may pay cash Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiariespay such Dividends, in an amount each case so long as (I) no Default or Event of Default then exists or would exist after giving effect to the respective Dividend, (II) calculations are made by Holdings of compliance with a Leverage Ratio not to exceed $500,000 3.0:1.0, determined on a Pro Forma Basis after giving effect to the incurrence of any Indebtedness to finance such Dividend, (III) Holdings shall have satisfied the Minimum Ratings Condition on such date, (IV) the aggregate amount of cash paid pursuant to this clause (x) in any fiscal year of Holdings shall not exceed $20,000,000, (V) Holdings shall have utilized the proceeds of the cash Dividend paid to it by the Borrower described above promptly (and, in any event, within two Business Days following receipt thereof) to pay the cash Dividends on Holdings Common Stock described above and $2,500,000 (VI) Holdings shall furnish to the Administrative Agent a certificate from an Authorized Officer of Holdings certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.06(x) and, if applicable, containing the calculations (in reasonable detail) required by the preceding clause (y)(II). (xi) Holdings may make Dividends in the aggregate; provided that such payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability form of the person issuance of additional capital stock to whom such effectuate the Shareholders Rights Plan, so long as no Change of Control would result therefrom; and (xii) Convertible Preferred Stock may be converted into shares of Management Holdings Common Stock or Vested Options were initially issued; in accordance with the terms of the certificate of designation governing the same. In the event the Borrower elects to make Intercompany Loans to Holdings as contemplated by Section 9.05(vi)(z) in lieu of making Dividends permitted pursuant to Sections 9.06(iii), (iv), (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Datex), the Company may pay Dividends to Holdings Dividend baskets set forth in order to permit Holdings to pay cash dividends on said Sections (if any) shall be proportionally reduced by the Preferred Stock if the ratio principal amount of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company any such Intercompany Loans made for the Test Period ending at corresponding purpose during the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0relevant period.

Dividends, Etc. The Company will notDeclare or pay any dividends, and will not permit purchase, redeem, -------------- retire, defease or otherwise acquire for value any of its Subsidiaries tocapital stock or any warrants, declare rights or pay any dividends options to acquire such capital stock, now or hereafter outstanding, return any capital toto its stockholders, its shareholders partners or members (or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members the equivalent Persons thereof) as such, make any distribution of assets, capital stock, warrants, rights, options, obligations or redeemsecurities to its stockholders, retire, purchase partners or otherwise acquire, directly or indirectly, for any consideration, any of its equity interest now or hereafter outstanding members (or the equivalent Persons thereof) as such or issue or sell any warrants for capital stock or any warrants, rights or options or stock appreciation rights in respect of any of to acquire such equity interests), or set aside any funds for any of the foregoing purposescapital stock, or permit any of its Subsidiaries to purchase do any of the foregoing, or permit any of its Subsidiaries to purchase, redeem, retire, defease or otherwise acquire for consideration value any equity interest capital stock of the Company Lessee or any other Subsidiarywarrants, as the case may be, now rights or hereafter outstanding (options to acquire such capital stock or to issue or sell any capital stock or any warrants, rights or options or warrants or stock appreciation rights issued by to acquire such Person with respect to its equity interest) (all of the foregoing, "Dividends")capital stock, except that (i) any Subsidiary of a Borrower may pay Dividends to its parent corporation (and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or (y) a Subsidiary of a Borrower; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax groupthat, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default or Event of Default shall have occurred and be continuing or would result therefrom: (i) Lessee may declare and deliver dividends and distributions payable only in (and to the holders of) common stock of Lessee, (ii) Lessee may declare and pay cash dividends to its stockholders pursuant to any dividend plan approved in writing by the Majority Lenders; (iii) except to the extent the Net Cash Proceeds thereof are required to be applied to the prepayment of the Advance pursuant to Section 2.05(b) of the Lessee Credit Agreement, the Company Lessee and any of its Subsidiaries may purchase, redeem, retire, defease or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options otherwise acquire shares of such Person's capital stock with the proceeds received from the members issuance of management its capital stock with equal or inferior voting powers, designations, preferences and rights; (iv) Lessee and any of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments Subsidiaries may only be made in connection with purchases of Management Stock and Vested Options issue equity securities upon the termination exercise of employmentrights to acquire such equity securities but only if the Net Cash Proceeds, death or disability if any, from the exercise of such rights are applied to the repayment of the person Advance to whom such shares the extent required pursuant to Section 2.05(b) of Management Stock or Vested Options were initially issuedthe Lessee Credit Agreement; and (v) payments in respect any Subsidiary may declare and pay dividends to Lessee or to a Subsidiary of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on Lessee that is a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Credit Party.

Dividends, Etc. The Company (a) No Borrower will, nor will not, and will not any Borrower permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of such Borrower or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock (other than the issuance of common stock of Workflow upon conversion of any convertible preferred stock that may be issued by Workflow in accordance with this Agreement), now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Workflow will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of the Borrower or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, foregoing "Dividends"), except that that: (ix) any Subsidiary of a Borrower Workflow may pay Dividends to its parent corporation (and pro rata to its Workflow or any other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is (x) a Borrower or of Workflow, (y) a repurchases may be made by Workflow of its capital stock and/or options or warrants to purchase its capital stock from management or directors of Workflow and its Subsidiaries so long as (i) no Default or Event of Default exists at the time of such purchase and (ii) the aggregate amount paid by Workflow in connection with all such repurchases does not exceed $500,000 for each fiscal year of Workflow and (z) Workflow may make payments to holders of options to purchase common stock of Workflow in connection with the Cash/Cancel Transaction to the extent permitted pursuant to Section 7.15. (b) No Borrower will, nor will any Borrower permit any of its Subsidiaries to, create or otherwise cause or suffer to exist any encumbrance or restriction which prohibits or otherwise restricts (A) the ability of any such Subsidiary to (a) pay dividends or make other distributions or pay any Indebtedness owed to any Borrower or any Subsidiary Guarantor, (b) make loans or advances to Workflow or any Subsidiary of a BorrowerWorkflow or (c) transfer any of its properties or assets to Workflow or any Subsidiary of Workflow, or (B) the ability of Workflow or any Subsidiary of Workflow, to create, incur, assume or suffer to exist any Lien upon its property or assets to secure the Obligations, other than prohibitions or restrictions existing under or by reason of: (i) this Agreement and the other Credit Documents; (ii) the payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereofapplicable law; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records customary non-assignment provisions entered into in the ordinary course of business and Holdings' costs consistent with past practices; and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year pursuant to this clause (iii) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as long as no Default Liens permitted under Sections 8.03(i) and (j), and any documents or Event instruments governing the terms of Default shall have occurred and be continuing any Indebtedness or would result therefromother obligations secured by any such Liens, the Company may purchase, or may pay Dividends to Holdings to enable Holdings to purchase, Management Stock and Vested Options from the members of management of Holdings and its Subsidiaries, in an amount not to exceed $500,000 in any fiscal year and $2,500,000 in the aggregate; provided that such payments may prohibitions or restrictions apply only be made in connection with purchases of Management Stock and Vested Options upon to the termination of employment, death or disability of the person assets subject to whom such shares of Management Stock or Vested Options were initially issued; (v) payments in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Liens.

Dividends, Etc. The Company Holdings will not, and will not permit any of its Subsidiaries to, declare or pay any dividends (other than dividends payable solely in common stock of Holdings or any such Subsidiary, as the case may be) or return any capital to, its shareholders or members stockholders or authorize or make any other distribution, payment or delivery of property or cash to its shareholders or members stockholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for any a consideration, any shares of any class of its equity interest capital stock, now or hereafter outstanding (or any warrants for or options or stock appreciation rights in respect of any of such equity interestsshares), or set aside any funds for any of the foregoing purposes, or and Holdings will not permit any of its Subsidiaries to purchase or otherwise acquire for consideration any equity interest shares of any class of the Company capital stock of Holdings or any other Subsidiary, as the case may be, now or hereafter outstanding (or any options or warrants or stock appreciation rights issued by such Person with respect to its equity interestcapital stock) (all of the foregoing, "foregoing “Dividends"”), except that that: (i) any Subsidiary of a the Borrower may pay Dividends to the Borrower or any Wholly-Owned Subsidiary of the Borrower; (a) Holdings may redeem or purchase shares of Holdings Common Stock or options to purchase Holdings Common Stock, held by former employees of Holdings or any of its parent corporation Subsidiaries following the termination of their employment or their death or disability, provided that (w) the only consideration paid by Holdings in respect of such redemptions and/or purchases shall be cash and pro rata to its other shareholders if such Subsidiary is not wholly-owned) if such parent corporation is Shareholder Subordinated Notes, (x) a Borrower the sum of (A) the aggregate amount paid by Holdings in cash in respect of all such redemptions and/or purchases plus (B) the aggregate amount of all principal and interest payments made on Shareholder Subordinated Notes after the Effective Date, shall not exceed $10,000,000 provided that such amount shall be increased by an amount equal to the proceeds received by Holdings after the Effective Date from the sale or issuance of Holdings Common Stock to management of Holdings or any of its Subsidiaries since the Effective Date and (y) a Subsidiary at the time of a Borrower; (ii) the any cash payment to Holdings or any other Person in respect of which Holdings is a member of its consolidated tax group, for so long as Holdings owns such amount of the capital stock of the Company as will permit it or a member of the consolidated tax group of Holdings permitted to be entitled to file consolidated federal tax returns with the Company, for income taxes pursuant to the Tax Allocation Agreement or for the purpose of enabling Holdings or any such members to pay taxes other than income taxes, to the extent actually owed and attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof; (iii) payments to Holdings, for so long as it owns no less than a majority of the outstanding common stock of the Company, in amounts sufficient to pay the ordinary operating and administrative expenses of Holdings (including all reasonable professional fees and expenses), including in connection with its complying with its reporting obligations (including filings with the SEC and any exchange on which Holdings' securities are traded) and obligations to prepare and distribute business records in the ordinary course of business and Holdings' costs and expenses relating to taxes, other than those referred to in clause (ii) (which taxes are attributable to the operations of the Company and its Subsidiaries or to Holdings' ownership thereof); provided that the aggregate payments paid in each fiscal year made pursuant to this clause Section 8.06(ii), no Default or Event of Default shall then exist or result therefrom; and (iiib) will not exceed 0.20% of the consolidated net sales of the Company and its Subsidiaries for such fiscal year; (iv) as so long as no Default or Event of Default shall have occurred and be continuing then exists or would result therefrom, the Company may purchase, or Borrower may pay cash Dividends to Holdings so long as Holdings promptly uses such proceeds for the purposes described in clause (iii)(a) of this Section 8.06; (iii) the Borrower may pay cash Dividends to Holdings so long as the proceeds thereof are promptly used by Holdings to (x) pay operating expenses in the ordinary course of business (including professional fees and expenses) and other similar corporate overhead costs and expenses or (y) pay salaries or other compensation of employees who perform services for Holdings and the Borrower; (iv) the Borrower may pay cash Dividends to Holdings in the amounts and at the times of any payment by Holdings in respect of taxes, provided that (x) the amount of cash Dividends paid pursuant to this clause (v) to enable Holdings to purchase, Management Stock pay federal income taxes at any time shall not exceed the lesser of (A) the amount of such federal income taxes owing by Holdings at such time for the respective period and Vested Options from (B) the members amount of management of Holdings such federal income taxes that would be owing by the Borrower and its SubsidiariesSubsidiaries on a consolidated basis for such period if determined without regard to Holdings’ ownership of the Borrower and (y) any refunds shall promptly be returned by Holdings to the Borrower; (v) Holdings may pay regularly scheduled Dividends on the Permitted Holdings PIK Securities (to the extent issued as preferred stock) pursuant to the terms thereof solely through the issuance of additional shares of such Permitted Holdings PIK Securities, provided that in lieu of issuing additional shares of such Permitted Holdings PIK Securities as Dividends, Holdings may increase the liquidation preference of the shares of Permitted Holdings PIK Securities in respect of which such Dividends have accrued; and (a) Holdings may pay cash Dividends, in addition to those permitted above in this Section 8.06, in an aggregate amount not to exceed the sum of (y) $500,000 15,000,000, plus (z) the then applicable Cumulative Consolidated Net Income Amount, so long as in any fiscal year each such case no Default or Event of Default then exists or would result therefrom, and $2,500,000 (b) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may pay cash Dividends to Holdings so long as the cash proceeds thereof are promptly used by Holdings for the purpose described in clause (vii) (a) of this Section 8.06, provided that in no event may more than half of the Cumulative Consolidated Net Income Amount be used to pay cash Dividends to shareholders of Holdings other than in the aggregate; provided that such form of Holdings Common Stock repurchases and cash payments may only be made in connection with purchases of Management Stock and Vested Options upon the termination of employment, death or disability of the person to whom such shares of Management Stock or Vested Options were initially issued; (v) payments owing in respect of the Transaction; and (vi) from and after the fifth anniversary of the Closing Date, the Company may pay Dividends Shareholder Subordinated Notes issued pursuant to Holdings in order to permit Holdings to pay cash dividends on the Preferred Stock if the ratio of Indebtedness for borrowed money of the Company and its Subsidiaries on the last day of the fiscal quarter immediately preceding the date of calculation to Consolidated EBITDA of the Company for the Test Period ending at the end of the fiscal quarter immediately preceding the date of calculation, on a pro forma basis after giving effect to any Designated Acquisitions made during such Test Period, is less than 3.5 to 1.0Section 8.06(iii)(a).