Common use of Dividends, Redemptions, Etc Clause in Contracts

Dividends, Redemptions, Etc. None of the Borrowers or any of FIL’s Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, or (c) return any capital to any holder of its Equity Securities as such, or set apart any sum for any of the foregoing purposes, except as follows: (i) Any of the Borrowers or any of FIL’s Subsidiaries may pay dividends or make distributions on, or make exchanges of, its Equity Securities payable in such Person’s own Equity Securities; (ii) Any Subsidiary of FIL may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securities; (iii) FIL may pay dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (iv) FIL and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (v) Provided there exists no Default either before or after giving effect thereto, FIL and its Subsidiaries may make distributions (including dividends) in the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distribution.

Dividends, Redemptions, Etc. None of Neither the Borrowers or Borrower nor any of FIL’s its Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, or (c) return any capital to any holder of its Equity Securities as such, or set apart any sum for any of the foregoing purposes, except as follows: (i) Any of the Borrowers The Borrower or any of FIL’s its Subsidiaries may pay dividends or make distributions on, or make exchanges of, its Equity Securities payable in such Person’s own Equity Securities; (ii) Any Subsidiary of FIL may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securities; (iii) FIL may pay dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (iv) FIL and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (v) Provided there exists no Default either before or after giving effect thereto, FIL and its Subsidiaries may make distributions (including dividends) in the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distribution.

Dividends, Redemptions, Etc. None of the Borrowers or any of FILthe Company’s Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, or (c) return any capital to any holder of its Equity Securities as such, or set apart any sum for any of the foregoing purposes, except as follows: (i) Any any of the Borrowers or any of FILthe Company’s Subsidiaries may pay dividends or make distributions on, or make exchanges of, its Equity Securities payable in such Person’s own Equity Securities; (ii) Any any Subsidiary of FIL the Company may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securities; (iii) FIL the Company may pay dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash; provided, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (iv) FIL the Company and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (v) Provided provided there exists no Default either before or after giving effect thereto, FIL the Company and its Subsidiaries may make distributions (including dividends) in the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that that, for purposes of this clause (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL the Company most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distribution.

Dividends, Redemptions, Etc. None of the Borrowers or any of FIL’s Subsidiaries shall (ai) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (bii) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, or (ciii) return any capital to any holder of its Equity Securities as such, or set apart any sum for any of the foregoing purposes, except as follows: (ia) Any of the Borrowers or any of FIL’s Subsidiaries may pay dividends or make distributions on, or make exchanges of, its Equity Securities payable in such Person’s own Equity Securities; (iib) Any Subsidiary of FIL may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securities; (iiic) FIL may pay dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (ivd) FIL and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (ve) Provided there exists no Default either before or after giving effect thereto, FIL and its Subsidiaries may make distributions (including dividends) in the form of Equity Eq- uity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together shall not exceed $800,000,000 during the term hereof, providedprovided that, that for purposes of this clause (ve), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distribution.

Dividends, Redemptions, Etc. None of the Borrowers or Neither Borrower nor any of FIL’s its Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) ; purchase, redeem, retire, defease, cancel, terminate, defease or otherwise acquire for value any of its Equity Securities, or (c) ; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any of the foregoing purposessuch purpose, except as follows: (i) Any of the Borrowers or any of FIL’s Subsidiaries Borrower may pay dividends or make distributions on, or make exchanges of, on its Equity Securities payable solely in such Person’s Borrower's own Equity Securities; (ii) Any Subsidiary of FIL Borrower may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchasepurchase, redeem, retire, defease, defease or otherwise acquire for value its Equity Securities fromin connection with or pursuant to any of its Employee Benefit Plans or in connection with the employment or compensation of officers or directors; (iii) Borrower may purchase, redeem, retire, defease or otherwise acquire for value Equity Securities with the holders proceeds received from a substantially concurrent issue of such Subsidiary’s new Equity Securities or with other Equity Securities; (iiiiv) FIL Borrower may pay dividends on its purchase Equity Securities payable pursuant to stock repurchase programs provided that the aggregate payments under such programs do not exceed ten percent (10%) of Tangible Net Worth in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, provided that, in each case, no Default has occurred and is continuing on any fiscal year as determined as of the fiscal quarter immediately preceding the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisitionof determination; (ivv) FIL and its Subsidiaries Borrower may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of distribute rights pursuant to a shareholder rights plan or redeem such Equity Securities, rights provided such redemption is in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; andsuch shareholder rights plan; (vvi) Provided there exists no Default either before Any Subsidiary of Borrower may pay dividends or after giving effect thereto, FIL and its Subsidiaries may make distributions to Borrower or any Wholly-Owned Subsidiary of Borrower; (including dividendsvii) in the form Any Subsidiary of Borrower may purchase and redeem shares of their own Equity Securities from Borrower or any Wholly-Owned Subsidiary of a Borrower; or (viii) Any Subsidiary of Borrower may declare or Subsidiaries pay any dividends in respect of its Equity Securities or purchase or redeem shares of its Equity Securities or make distributions to shareholders not otherwise permitted hereunder provided that the aggregate value amount paid or distributed in any period of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause four consecutive quarters (v), the aggregate value of excluding any such distribution shall be deemed to be equal to the product of amounts covered by clauses (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(avi) or (b)vii) and above) does not exceed five percent (B5%) the percentage of Tangible Net Worth as determined as of the Equity Securities in such Subsidiary that were paid in such distributionfiscal quarter immediately preceding the date of determination.

Dividends, Redemptions, Etc. None of the Borrowers or Neither Borrower nor any of FIL’s its Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) ; purchase, redeem, retire, defease, cancel, terminate, defease or otherwise acquire for value any of its Equity Securities, or (c) ; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any of the foregoing purposes, such purpose; except as follows: (i) Any of the Borrowers Borrower or any of FIL’s its Subsidiaries may pay dividends or make distributions on, or make exchanges of, on its Equity Securities capital stock payable solely in such Person’s 's own Equity Securitiescapital stock and Borrower may purchase, redeem, retire, defease or otherwise acquire for value capital stock of Borrower issued to employees of Borrower or its Subsidiaries in exchange for other capital stock of Borrower; (ii) Any Subsidiary of FIL Borrower may pay dividends, make distributions (whether in cash, securities dividends to or other property) or return repurchase its capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securitiesstock from Borrower; (iii) FIL Adobe Incentive Partners may make Adobe Incentive Partners Distributions and any VC Partnership may make distributions to its partners; (iv) Borrower may repurchase its capital stock from an employee of Borrower or its Subsidiaries (A) in an amount equal to any taxes payable by such employee upon the exercise of options to purchase capital stock of Borrower, or (B) upon termination of such employee's employment; and (v) Borrower may pay other dividends on its Equity Securities payable capital stock in cash or repurchase, redeem, retire, defease, or otherwise acquire for value repurchase its Equity Securities capital stock for cash, provided that, in : (A) In each case, no Event of Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (iv) FIL and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (vB) Provided there exists no Default either before If the Debt/EBITDA Ratio of Borrower for any consecutive four-quarter period is equal to or after giving effect theretogreater than 1.25:1.00, FIL the sum of Borrower's Net Share Repurchases and its Subsidiaries may make distributions cash dividends (including dividendsexcluding dividends payable pursuant to clauses (ii) in and (iii) above) for the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together next succeeding quarter shall not exceed $800,000,000 during the term hereof, provided, that forty percent (40%) of Borrower's EBITDA for purposes of this clause (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distributionconsecutive four-quarter period.

Dividends, Redemptions, Etc. None of the Borrowers or any of FIL’s Subsidiaries shall (ai) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (bii) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, or (ciii) return any capital to any holder of its Equity Securities as such, or set apart any sum for any of the foregoing purposes, except as follows: (ia) Any of the Borrowers or any of FIL’s Subsidiaries may pay dividends or make distributions on, or make exchanges of, its Equity Securities payable in such Person’s own Equity Securities; (iib) Any Subsidiary of FIL may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securities; (iiic) FIL may pay dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (ivd) FIL and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (ve) Provided there exists no Default either before or after giving effect thereto, FIL and its Subsidiaries may make distributions (including dividends) in the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause (ve), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distribution.

Dividends, Redemptions, Etc. None of Neither the Borrowers or Lessee nor any of FIL’s its Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) ; purchase, redeem, retire, defease, cancel, terminate, defease or otherwise acquire for value any of its Equity Securities, or (c) ; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any of the foregoing purposes, such purpose; except as follows: (i) Any of the Borrowers The Lessee or any of FIL’s its Subsidiaries may pay dividends or make distributions on, or make exchanges of, on its Equity Securities payable solely in such Person’s 's own Equity SecuritiesSecurities and the Lessee may purchase, redeem, retire, defease or otherwise acquire for value Equity Securities of the Lessee issued to employees of the Lessee or its Subsidiaries in exchange for other Equity Securities of the Lessee; (ii) Any Subsidiary of FIL the Lessee may pay dividends, make distributions (whether in cash, securities dividends to or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value repurchase its Equity Securities fromfrom the Lessee or another Subsidiary; and any Subsidiary may purchase Equity Securities of the Lessee in the open market or from the Lessee (in which case such purchase would not be considered a repurchase by the Lessee for purposes of clause (v) below), and the holders of such Lessee may issue its Equity Securities to any Subsidiary’s Equity Securities; (iii) FIL Adobe Incentive Partners may make Adobe Incentive Partners Distributions and any VC Partnership may make distributions to its partners; (iv) The Lessee may repurchase its Equity Securities from an employee of the Lessee or its Subsidiaries (A) in an amount equal to any taxes payable by such employee upon the exercise of options to purchase Equity Securities of the Lessee, or (B) upon termination of such employee's employment; and (v) The Lessee may pay other dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value repurchase its Equity Securities for cashcash or for another company's Equity Securities, provided provided, that, in : (A) In each case, no CAA Event of Default, Unwind Event or Lease Event of Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (iv) FIL and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (vB) Provided there exists no Default either before If the Debt/EBITDA Ratio of the Lessee for any consecutive four-quarter period is equal to or after giving effect theretogreater than 1.25:1.00, FIL the sum of Lessee's Net Share Repurchases and its Subsidiaries may make distributions cash dividends (including dividendsexcluding dividends payable pursuant to clauses (ii) in and (iii) above) for the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together next succeeding quarter shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause forty percent (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A40%) the value of the assets of Lessee's EBITDA for such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distributionconsecutive four-quarter period.

Dividends, Redemptions, Etc. None of Neither the Borrowers or Borrower nor any of FIL’s its Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, or (c) return any capital to any holder of its Equity Securities as such, or set apart any sum for any of the foregoing purposes, except as follows: (i) Any of the Borrowers The Borrower or any of FIL’s its Subsidiaries may pay dividends or make distributions on, or make exchanges of, its Equity Securities payable in such Person’s own Equity Securities; (ii) Any Subsidiary of FIL Flex may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securities; (iii) FIL Flex may pay dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, ,; provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (iv) FIL Flex and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (v) Provided there exists no Default either before or after giving effect thereto, FIL Flex and its Subsidiaries may make distributions (including dividends) in the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL Flex most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distribution.

Dividends, Redemptions, Etc. None of the Borrowers or Neither Tenant nor any of FIL’s its Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) ; purchase, redeem, retire, defease, cancel, terminate, defease or otherwise acquire for value any of its Equity Securities, or (c) ; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any of the foregoing purposes, such purpose; except as follows: (i) Any of the Borrowers Tenant or any of FIL’s its Subsidiaries may pay dividends or make distributions on, or make exchanges of, on its Equity Securities capital stock payable solely in such Person’s Entity's own Equity Securitiescapital stock and Tenant may purchase, redeem, retire, defease or otherwise acquire for value capital stock of Tenant issued to employees of Tenant or its Subsidiaries in exchange for other capital stock of Tenant; (ii) Any Subsidiary of FIL Tenant may pay dividends, make distributions (whether in cash, securities dividends to or other property) or return repurchase its capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securitiesstock from Tenant; (iii) FIL Adobe Incentive Partners may make Adobe Incentive Partners Distributions and any VC Partnership may make distributions to its partners; (iv) Tenant may repurchase its capital stock from an employee of Tenant or its Subsidiaries (A) in an amount equal to any taxes payable by such employee upon the exercise of options to purchase capital stock of Tenant, or (B) upon termination of such employee's employment; and (v) Tenant may pay other dividends on its Equity Securities payable capital stock in cash or repurchase, redeem, retire, defease, or otherwise acquire for value repurchase its Equity Securities capital stock for cash, provided that, in : (A) In each case, no Event of Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (iv) FIL and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (vB) Provided there exists no Default either before If the Debt/EBITDA Ratio of Tenant for any consecutive four-quarter period is equal to or after giving effect theretogreater than 1.25:1.00, FIL the sum of Tenant's Net Share Repurchases and its Subsidiaries may make distributions cash dividends (including dividendsexcluding dividends payable pursuant to clauses (ii) in and (iii) above) for the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together next succeeding quarter shall not exceed $800,000,000 during the term hereof, provided, that forty percent (40%) of Tenant's EBITDA for purposes of this clause (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distributionconsecutive four-quarter period.

Dividends, Redemptions, Etc. None of Neither the Borrowers or Lessee nor any of FIL’s its Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) ; purchase, redeem, retire, defease, cancel, terminate, decease or otherwise acquire for value any of its Equity Securities, or (c) ; return any capital to any holder of its Equity Securities as such; make any distribution of assets, Equity Securities, obligations or securities to any holder of its Equity Securities as such; or set apart any sum for any of the foregoing purposessuch purpose, except as follows: (i) Any of the Borrowers or any of FIL’s Subsidiaries Lessee may pay dividends or make distributions on, or make exchanges of, on its Equity Securities payable solely in such Person’s the Lessee's own Equity Securities; (ii) Any Subsidiary of FIL the Lessee may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchasepurchase, redeem, retire, defease, defease or otherwise acquire for value its Equity Securities fromin connection with or pursuant to any of its Employee Benefit Plans or in connection with the employment or compensation of officers or directors; (iii) the Lessee may purchase, redeem, retire, defease or otherwise acquire for value Equity Securities with the holders proceeds received from a substantially concurrent issue of such Subsidiary’s new Equity Securities or with other Equity Securities; (iiiiv) FIL the Lessee may pay dividends on its purchase Equity Securities payable pursuant to stock repurchase programs provided that the aggregate payments under such programs do not exceed ten percent (10%) of Tangible Net Worth in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, provided that, in each case, no Default has occurred and is continuing on any fiscal year as determined as of the fiscal quarter immediately preceding the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisitionof determination; (ivv) FIL and its Subsidiaries the Lessee may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of distribute rights pursuant to a shareholder rights plan or redeem such Equity Securities, rights provided such redemption is in accordance with the terms thereof, subject of such shareholder rights plan; (vi) Any Subsidiary of the Lessee may pay dividends or make distributions to the terms Lessee or any Wholly-Owned Subsidiary of any applicable subordination agreement; andthe Lessee; (vvii) Provided there exists no Default either before Any Subsidiary of the Lessee may purchase and redeem shares of their own Equity Securities from the Lessee or after giving effect thereto, FIL and any Wholly-Owned Subsidiary of the Lessee; or (viii) Any Subsidiary of the Lessee may declare or pay any dividends in respect of its Subsidiaries may Equity Securities or purchase or redeem shares of its Equity Securities or make distributions (including dividends) in the form of Equity Securities of a Subsidiary or Subsidiaries to shareholders not otherwise permitted hereunder provided that the aggregate value amount paid or distributed in any period of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause four consecutive quarters (v), the aggregate value of excluding any such distribution shall be deemed to be equal to the product of amounts covered by clauses (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL most recently delivered pursuant to Section 6.01(avi) or (b)vii) and above) does not exceed five percent (B5%) the percentage of Tangible Net Worth as determined as of the Equity Securities in such Subsidiary that were paid in such distributionfiscal quarter immediately preceding the date of determination.

Dividends, Redemptions, Etc. None of Neither the Borrowers or Borrower nor any of FIL’s its Subsidiaries shall (a) pay any dividends or make any distributions (whether in cash, securities or other property) on its Equity Securities, including any payment to a sinking fund or similar deposit, (b) purchase, redeem, retire, defease, cancel, terminate, or otherwise acquire for value any of its Equity Securities, or (c) return any capital to any holder of its Equity Securities as such, or set apart any sum for any of the foregoing purposes, except as follows: (i) Any of the Borrowers The Borrower or any of FIL’s its Subsidiaries may pay dividends or make distributions on, or make exchanges of, its Equity Securities payable in such Person’s own Equity Securities; (ii) Any Subsidiary of FIL Flex may pay dividends, make distributions (whether in cash, securities or other property) or return capital to, or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities from, the holders of such Subsidiary’s Equity Securities; (iii) FIL Flex may pay dividends on its Equity Securities payable in cash or repurchase, redeem, retire, defease, or otherwise acquire for value its Equity Securities for cash, provided that, in each case, no Default has occurred and is continuing on the date of, or will result after giving effect to, any such payment or repurchase, redemption, retirement, defeasance or other acquisition; (iv) FIL Flex and its Subsidiaries may make regularly scheduled payments of interest and principal on any Indebtedness which constitutes Equity Securities, and payments due upon the conversion of such Equity Securities, in accordance with the terms thereof, subject to the terms of any applicable subordination agreement; and (v) Provided there exists no Default either before or after giving effect thereto, FIL Flex and its Subsidiaries may make distributions (including dividends) in the form of Equity Securities of a Subsidiary or Subsidiaries the aggregate value of which distributions together shall not exceed $800,000,000 during the term hereof, provided, that for purposes of this clause (v), the aggregate value of any such distribution shall be deemed to be equal to the product of (A) the value of the assets of such Subsidiary (as shown on the Financial Statements of FIL Flex most recently delivered pursuant to Section 6.01(a) or (b)) and (B) the percentage of the Equity Securities in such Subsidiary that were paid in such distribution.