Common use of Limitation on Issuance of Capital Stock Clause in Contracts

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of the Subsidiaries to, issue any Disqualified Stock (other than the issuance of preferred stock by a Subsidiary to the Borrower or a Wholly Owned Subsidiary). (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the Subsidiaries to issue any Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantor, except (i) for transfers and replacements of then outstanding shares of Capital Stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the Subsidiaries in any class of the Capital Stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Date pursuant to Section 8.14 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock. All Capital Stock issued in accordance with this Section 8.13(c) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may be, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative Agent.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will Furniture Brands shall not permit issue (i) any of the Subsidiaries to, issue any Disqualified Preferred Stock (other than the issuance of preferred Qualified Preferred Stock and Disqualified Preferred Stock issued pursuant to clause (b) below) or (ii) any redeemable common stock by a Subsidiary unless, in either case, all terms thereof are satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Banks in their sole discretion. (b) The Borrower will Furniture Brands may issue Disqualified Preferred Stock not issue to exceed in aggregate liquidation preference or amount (i) $150,000,000 minus the aggregate principal amount of all Permitted Subordinated Indebtedness issued pursuant to Section 9.04(ii)(x), plus (ii) $25,000,000 minus the aggregate principal amount of all Permitted Unsecured Indebtedness issued pursuant to Section 9.04(iii), plus (iii) any Capital amount of Disqualified Preferred Stock unless such Capital the proceeds of which are used to repay, refinance or otherwise replace the Receivables Facility in accordance with the terms hereof, on terms and conditions set forth in the definition of Disqualified Preferred Stock is delivered and on other terms and conditions reasonably satisfactory to the Administrative Agent for pledge Agent; provided that to the extent Disqualified Preferred Stock is issued pursuant to the Security Agreement preceding clauses (i) and/or (ii) and the relevant shareholder executes and delivers (1) any portion of such Disqualified Preferred Stock is being issued as consideration in connection with a counterpart Permitted Acquisition or (2) 100% of the Security AgreementNet Cash Proceeds therefrom are not immediately used to reduce commitments pursuant to Section 3.03(d), such issuance shall only be permitted if the Administrative Agent has received a certificate from, and signed by an Authorized Representative of, Furniture Brands showing that immediately after the issuance of such Disqualified Preferred Stock, the Senior Debt Leverage Ratio, calculated on a Pro Forma Basis after giving effect to such issuance, shall not exceed 3.5:1.0. Notwithstanding anything to the contrary contained above, all Disqualified Preferred Stock issued pursuant to Section 9.12(b) shall be issued only where 100% of the consideration received for the issuance of such Disqualified Preferred Stock is cash, except that Disqualified Preferred Stock may be issued in accordance with Section 9.12(b)(i) and (ii) directly as consideration in connection with Permitted Acquisitions; provided that to the extent Disqualified Preferred Stock is issued pursuant to Section 9.12(b)(i) directly as consideration in connection with a Permitted Acquisition, the aggregate liquidation preference or amount of all Disqualified Preferred Stock issued after the Second Restatement Effective Date pursuant to said Section 9.12(b)(i) as consideration in connection with Permitted Acquisitions, when added to the sum of (x) the aggregate principal amount of all Permitted Subordinated Indebtedness so issued after the Second Restatement Effective Date as consideration in connection with Permitted Acquisitions pursuant to Section 9.04(ii), (y) the aggregate principal amount of all Permitted Subordinated Indebtedness issued or incurred after the Second Restatement Effective Date but not issued as consideration in connection with Permitted Acquisitions and (z) the aggregate liquidation preference or amount of all Disqualified Preferred Stock issued after the Second Restatement Effective Date pursuant to Section 9.12(b)(i) but not issued in consideration with Permitted Acquisitions, shall not exceed $50,000,000. (c) The Borrower will not sell any Capital Stock No Restricted Subsidiary of a Subsidiary Furniture Brands shall issue, or permit any of the their Restricted Subsidiaries to issue issue, any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Furniture Brands or any of the its Restricted Subsidiaries in any class of the Capital Stock capital stock of such SubsidiaryRestricted Subsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, and (iv) Restricted Subsidiaries of the Borrower formed after the Closing Second Restatement Effective Date pursuant to Section 8.14 9.11 may issue Capital Stock capital stock to the Borrower Borrowers or the respective Restricted Subsidiary of the Borrowers which is to own such stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.11. All Capital Stock capital stock issued in accordance with this Section 8.13(c9.12(c) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative AgentPledge Agreement.

Limitation on Issuance of Capital Stock. Each of the Loan --------------------------------------- Parties (aother than Holdings) The Borrower and the Supremex Loan Parties (other than Holdings) will not, and will not permit any of the its Subsidiaries to, issue at any Disqualified Stock time issue, sell, assign or otherwise dispose of (other than the issuance of preferred stock by a Subsidiary to the Borrower or a Wholly Owned Subsidiary). (ba) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the Subsidiaries to issue any Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantor, except (i) for transfers and replacements of then outstanding shares of its Capital Stock, (b) any securities exchangeable for or convertible into or carrying any rights to acquire any of its Capital Stock, or (c) any option, warrant or other right to acquire any of its Capital Stock; provided, however, that, if and to the extent -------- ------- not otherwise prohibited by this Agreement or the other Loan Documents or the Supremex Credit Agreement or the Supremex Loan Documents (i) the Borrower may issue additional shares of its Capital Stock to Holdings for full and fair consideration, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership any Subsidiary of the Borrower or any of the Subsidiaries in any class of the Capital Stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Date pursuant to Section 8.14 may issue additional shares of its Capital Stock to the Borrower or another Subsidiary of the respective Borrower if and to the extent that the ownership of such Capital Stock by the owners thereof as of the Third Restatement Date does not change or, with respect to Classic and the ownership of its Capital Stock by Supremex, does not decrease, and (iii) any Unrestricted Subsidiary which is to own such stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit issue, sell, assign, or otherwise dispose of shares of its Capital Stock to any Person for full and fair consideration; provided, further, however, that all of such additional shares of -------- ------- ------- Capital Stock referred to in clauses (i) and (ii) preceding and all of such ----------- ---- shares of Capital Stock referred to in clause (iii) preceding that are issued to ------------ the Subsidiaries Borrower or any Subsidiary (other than an Unrestricted Subsidiary) of the Borrower shall be pledged to issue Capital Stockthe Agent and the Supremex Agent, on behalf of the Agent and may sell the Lenders and the Supremex Lenders, as security for the Obligations and as security for the Supremex Obligations pursuant to a pledge agreement in form and substance reasonably satisfactory to the Agent and the Supremex Agent, except that only 66% of the shares of each class of Capital Stock of Subsidiaries in accordance with Supremex and Supremex Holdings shall be required to be pledged as security for the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in Obligations and the Capital Stock of a any Canadian Subsidiary pursuant of Supremex shall not be required to be pledged by Supremex as security for the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock. All Capital Stock issued in accordance with this Section 8.13(c) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may be, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative AgentObligations.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will Holdings shall not permit issue (i) any of the Subsidiaries to, issue any Disqualified Preferred Stock (other than the issuance of preferred stock by a Subsidiary Qualified Preferred Stock issued pursuant to clause (c) below and any Preferred Stock issued pursuant to the Borrower Holdings Rights Plan) or a Wholly Owned Subsidiary)(ii) any redeemable common stock unless, in either case, all terms thereof are satisfactory to the Required Banks in their sole discretion. (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart No Subsidiary of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary Holdings shall issue, or permit any of the its Subsidiaries to issue issue, any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Holdings or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Restatement Effective Date pursuant to Section 8.14 9.11 may issue Capital Stock capital stock to the Borrower Holdings, or the respective such Subsidiary of Holdings which is to own such stock in accordance with the requirements of Section 7.11, 9.11 and (v) the Borrower BFPH may permit the Subsidiaries issue common stock to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock. All Capital Stock issued in accordance with this Section 8.13(c) shallHoldings, to the extent required by same is pledged (and delivered for pledge) pursuant to the U.S. Pledge and Security Agreement Agreement. (c) Holdings may issue Qualified Preferred Stock so long as (v) no Default or Event of Default shall exist at the definition time of Hospital Investment Programany such issuance or immediately after giving effect thereto, as (w) with respect to each issue of Qualified Preferred Stock, the gross cash proceeds therefrom (or in the case may beof Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the fair market value thereof (as determined in good faith by Holdings or BFPH) of the assets received therefor) shall be delivered at least equal to the liquidation preference thereof at the time of issuance, (x) the aggregate liquidation preference of all Qualified Preferred Stock issued pursuant to this Section 9.12(c) shall not exceed $100,000,000, (y) calculations are made by Holdings of compliance with the covenants contained in Sections 9.08 an 9.09 for the Calculation Period most recently ended prior to the date of the respective issuance of Qualified Preferred Stock, on a PRO FORMA Basis after giving effect to the respective issuance of Qualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Qualified Preferred Stock had been consummated on the first day of the respective Calculation Period and (z) Holdings furnishes to the Administrative Agent for pledge distribution to each of the Banks an officer's certificate by the chief financial officer of Holdings certifying to the best of his knowledge as to compliance with the requirements of this Section 9.12(c) and containing the calculations required by the preceding clause (y). (d) Any Subsidiary of Holdings acquired pursuant to a Permitted Acquisition may have, and continue to have, outstanding Permitted Acquired Subsidiary Preferred Stock, so long as the Security Agreement or aggregate amount (determined on the basis of the liquidation preference of each issue of outstanding Permitted Acquired Subsidiary Preferred Stock) of all outstanding Permitted Acquired Subsidiary Preferred Stock at any time outstanding does not exceed $75,000,000, and so long as (x) the requirements of Section 8.13 are met with respect to such Permitted Acquisition and (y) no violation of Section 9.04 occurs, in each case, as a pledge agreement reasonably satisfactory in form and substance to result of the Administrative Agentassumption of any Permitted Acquired Subsidiary Preferred Stock.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of the its Subsidiaries to, to issue any Disqualified Stock (other than (i) the issuance of shares of Borrower Preferred Stock in payment of regularly accruing dividends on theretofore outstanding shares of Borrower Preferred Stock and (ii) the issuance of preferred stock by a Subsidiary of the Borrower to the Borrower or a Wholly Wholly-Owned Subsidiary). (b) The Borrower will not issue any Capital Stock capital stock unless such Capital Stock capital stock (other than capital stock issued to the public in a registered public offering) is delivered to the Administrative Collateral Agent for pledge pursuant to the Security Hypothecation Agreement and the relevant shareholder executes and delivers a counterpart of the Security Hypothecation Agreement. (c) The Borrower will not sell any Capital Stock capital stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Original Effective Date pursuant to Section 8.14 9.14 may issue Capital Stock capital stock to the Borrower or the respective Subsidiary of the Borrower which is to own such stock in accordance with the requirements of Section 7.118.11 and, (v) the Borrower may permit the its Subsidiaries to issue Capital Stockcapital stock, and may sell Capital Stock capital stock of Subsidiaries subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, satisfied and (vi) the Borrower may sell 100% of its interests in the Capital Stock capital stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.02(vii). All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(c) shall, to the extent required by the Security Pledge Agreement or the definition of Hospital Investment Program, as the case may be, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Pledge Agreement or a pledge hypothecation agreement reasonably satisfactory in form and substance to the Administrative Agent.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than (x) the issuance of preferred shares of PIK Preferred Stock in payment of regularly accruing dividends on theretofore outstanding shares of PIK Preferred Stock and (y) Preferred Stock issued pursuant to clauses (c) and (d) below, respectively) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock by a Subsidiary unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Banks in their sole discretion. (b) The Borrower will shall not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, law and (iv) Subsidiaries of the Borrower formed after the Closing Second Restatement Effective Date pursuant to Section 8.14 9.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.15. All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Pledge Agreement. (c) The Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Original Effective Date pursuant to this Section 9.13(c) (and Section 9.13(c) of each of the Original Credit Agreement and the First Amended and Restated Credit Agreement) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(j), $15,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by the Borrower) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 through 9.11 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a PRO FORMA Basis after giving effect to the respective issuance of Disqualified Preferred Stock, and substance such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) the Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the Borrower certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.13(c) and containing the pro forma calculations required by the preceding clause (iv). (d) The Borrower may issue Qualified Preferred Stock so long as, with respect to each issue of Qualified Preferred Stock, the Borrower receives reasonably equivalent consideration (as determined in good faith by the Borrower).

Limitation on Issuance of Capital Stock. (a) The US Borrower will not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than Preferred Stock issued pursuant to clause (c), (d) or (e) below) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock unless, in either case, the issuance of preferred stock by a Subsidiary thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Lenders in their sole discretion. (b) The US Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which that do not decrease the percentage ownership of the US Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) that Subsidiaries of the Borrower formed after the Closing Restatement Effective Date pursuant to Section 8.14 7.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, 7.15 and (v) that Subsidiaries may issue common stock to the US Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of its Subsidiaries in accordance connection with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of any transaction permitted by Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock7.05(n). All Capital Stock capital stock issued in accordance with this Section 8.13(c7.13(b) shall, to the extent owned by any Credit Party and required by the Security US Collateral and Guaranty Agreement or the definition of Hospital Investment Program, as the case may bea Foreign Pledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security such US Collateral and Guaranty Agreement or Foreign Pledge Agreement. (c) The US Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Restatement Effective Date pursuant to this Section 7.13(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 7.04(m), $100,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by the US Borrower) of the assets received therefor) shall not be less than the liquidation preference thereof at the time of issuance and substance (iv) the US Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the US Borrower certifying to the best of such officer’s knowledge as to compliance with the requirements of this Section 7.13(c). (d) The US Borrower may issue Qualified Preferred Stock.

Limitation on Issuance of Capital Stock. (a) The Borrower will --------------------------------------- not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than (x) Preferred Stock issued pursuant to clauses (c), (d) and (e) below, (y) Pacer Logistics Preferred Stock issued on the Initial Borrowing Date in accordance with the requirements of Section 5.08 and (z) the issuance of preferred shares of Pacer Logistics Preferred Stock in payment of regularly accruing dividends on theretofore outstanding shares of Pacer Logistics Preferred Stock) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock by a Subsidiary unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Banks in their sole discretion. (b) The Borrower will shall not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Initial Borrowing Date pursuant to Section 8.14 9.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.119.15, (v) that Subsidiaries may issue common stock to the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of its Subsidiaries in accordance connection with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, any transaction permitted by Section 9.05(p) or (q) and (vi) the Borrower that Pacer Logistics may sell 100% of its interests issue Pacer Logistics Preferred Stock in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(viiaccordance with, and as contemplated by, clauses (y) and (viiz) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stockparenthetical contained in Section 9.13(a)(i). All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(b) shall, to the extent owned by any Credit Party and required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement Pledge Agreement. (c) The Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Initial Borrowing Date pursuant to this Section 9.13(c) shall not to exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(l), $25,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by the Borrower) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.09 and substance 9.10 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis --- ----- after giving effect to the respective issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) the Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the Borrower certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.13(c) and containing the pro forma --- ----- calculations required by the preceding clause (iv). (d) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 9.06(ix) and (y) so long as, with respect to each other issue of Qualified Preferred Stock, the Borrower receives reasonably equivalent consideration (as determined in good faith by the Borrower). (e) The Borrower may issue Borrower Exchange PIK Preferred Stock in exchange for Pacer Logistics Preferred Stock pursuant to, and in accordance with the terms of, the Borrower Exchange PIK Preferred Stock Documents and in accordance with the terms of the relevant Equity Financing Documents governing the Pacer Logistics Preferred Stock.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit issue (i) any of the Subsidiaries to, issue any Disqualified Stock preferred stock (other than (x) the issuance of preferred stock by a Subsidiary to shares of PIK Preferred Stock in payment of regularly accruing Dividends on theretofore outstanding shares of PIK Preferred Stock, (y) the Borrower issuance of shares of BHS PIK Preferred Stock in payment of regularly accruing Dividends on theretofore outstanding BHS PIK Preferred Stock and (z) Qualified Preferred Stock) or a Wholly Owned Subsidiary)(ii) any redeemable common stock. (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary GuarantorEquity Interests, except (i) for transfers and replacements of then outstanding outstand­ing shares of Capital StockEquity Interests, (ii) for stock splits, stock dividends and additional similar or addi­tional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) for issuances by newly created or Wholly-Owned Subsidiaries of the Borrower formed after created or acquired in accordance with the Closing Date pursuant to Section 8.14 may issue Capital Stock terms of this Agreement, and (v) for issuances of Equity Interests by any Subsidiary of the Borrower to the Borrower or any other Person, provided that if the respective Person to which such Equity Interests are issued (A) is the Borrower or a Subsidiary Guarantor, such Equity Interests shall be pledged pursuant to the Security Documents and (B) is neither the Borrower nor any Subsidiary Guarantor, (I) such Equity Interests are not preferred stock or similarly preferred Equity Interests (other than Qualified Preferred Stock issued to a Person holding a minority Equity Interest in such Subsidiary (after giving effect to such issuance), provided that aggregate liquidation preference of all Qualified Preferred Stock issued pursuant to this parenthetical statement shall not exceed $10,000,000) and (II) no Default or Event of Default then exists or would result immedi­ately after giving effect thereto. Subject to continued compliance with Section 9.17, if, as a result of any such issuances made pursuant to clause (v) in the immediately preceding sentence, a Wholly-Owned Subsidiary which is a Subsidiary Guarantor ceases to own constitute a Wholly-Owned Subsidiary, upon the receipt by the Administrative Agent and the Collateral Agent of (i) a certificate from an Authorized Officer and the Borrower certifying that (x) such stock Subsidiary is to be released from the Subsidiaries Guaranty and the Security Documents to which it is a party in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, provisions hereof and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (viiy) sales no Default or Event of Capital Stock of Default exists at the Subsidiaries listed on Schedule 8.13; providedtime of, howeveror would exist immediately after giving effect to, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock. All Capital Stock issued in accordance with this Section 8.13(csuch release and (ii) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may be, be delivered evidence reasonably satisfactory to the Administrative Agent for pledge pursuant to and the Collateral Agent and such Subsidiary has been (or will contemporaneously with the release described below, will be) released from its guaranty (if any) of any and all Indebtedness under the Senior Subordinated Notes and, after the issuance thereof, any Permitted Subordinated Notes and any Permitted Senior Unsecured Notes, such Subsidiary shall, so long as no Default or Event of Default then exists or would result therefrom, be released from the Subsidiaries Guaranty and the Security Agreement Documents to which it is a party, and the Collateral Agent shall be authorized to take any action deemed appropriate in order to effect or a pledge agreement reasonably satisfactory in form and substance to evidence the Administrative Agentforegoing.

Limitation on Issuance of Capital Stock. (a) The Except as provided otherwise herein, the Borrower will not, and will its Subsidiaries shall not permit issue (i) any preferred stock or (ii) any redeemable common stock; provided that the Borrower may issue preferred stock so long as (i) no dividends are payable in cash; (ii) it is not redeemable at the option of the Subsidiaries to, issue any Disqualified Stock holders thereof in whole or in part; (other than the issuance iii) it is not convertible into Indebtedness of preferred stock by a Subsidiary to the Borrower or a Wholly Owned Subsidiary)any of its Subsidiaries; and (iv) it matures after August 1, 2013 and provides for no mandatory prepayment or mandatory offers to purchase prior to such date. (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered Prior to the Administrative Agent for pledge pursuant to Merger Event, the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will shall not sell any Capital Stock of a Subsidiary issue, or permit any of the its Subsidiaries to issue issue, any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional similar issuances which do not decrease the percentage ownership of the Borrower Holdings or any of the its Subsidiaries in any class of the Capital Stock capital stock of the Borrower or such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Original Effective Date pursuant to Section 8.14 9.15 may issue Capital Stock capital stock to Holdings, the Borrower or the their respective Subsidiary which is to own such stock Wholly Owned Subsidiaries, in accordance with the other requirements of Section 7.11this Agreement, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, under or in connection with any employee stock option plan and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant issue equity securities to Holdings so long as such equity securities are pledged to the provisions of Section 8.02(vii) Collateral Agent and (vii) sales of Capital Stock the Banks as security for the Borrower’s obligations under this Agreement on substantially the same terms and conditions as the pledge by Holdings of the Subsidiaries listed on Schedule 8.13; provided, however, that capital stock of the Borrower on the Original Effective Date and the cash proceeds of such equities will not permit any Subsidiary to issue debt securities convertible into Capital Stock. All Capital Stock issued be applied in accordance with this Section 8.13(c4.02(e). (c) shallNotwithstanding the above, to the extent required by consummation of the Security Agreement or Merger Event shall not constitute an issuance of capital stock of the definition of Hospital Investment Program, as the case may be, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative AgentBorrower.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will Furniture Brands shall not permit issue (i) any of the Subsidiaries to, issue any Disqualified Preferred Stock (other than the issuance of preferred Qualified Preferred Stock) or (ii) any redeemable common stock by a Subsidiary unless, in either case, all terms thereof are satisfactory to the Borrower or Required Banks in their sole discretion. Notwithstanding anything to the contrary contained in the immediately preceding sentence, Furniture Brands may adopt a Wholly Owned Subsidiary)shareholders' rights plan and, pursuant thereto, may from time to time issue rights to purchase common stock and/or Preferred Stock of Furniture Brands to its shareholders. (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart No Restricted Subsidiary of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary Furniture Brands shall issue, or permit any of the their Restricted Subsidiaries to issue issue, any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Furniture Brands or any of the its Restricted Subsidiaries in any class of the Capital Stock capital stock of such SubsidiaryRestricted Subsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, and (iv) Restricted Subsidiaries of the Borrower formed after the Closing Fourth Restatement Effective Date pursuant to Section 8.14 9.11 may issue Capital Stock capital stock to the Borrower Borrowers or the respective Restricted Subsidiary of the Borrowers which is to own such stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.11. All Capital Stock capital stock issued in accordance with this Section 8.13(c9.12(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative AgentPledge Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower will --------------------------------------- not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than Preferred Stock issued pursuant to clauses (c) and (d) below) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock unless, in either case, the issuance of preferred stock by a Subsidiary thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Banks in their sole discretion. (b) The Borrower will shall not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, law and (iv) Subsidiaries of the Borrower formed after the Closing Effective Date pursuant to Section 8.14 9.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.15. All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement Pledge Agreement. (c) The Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Effective Date pursuant to this Section 9.13(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(m), $35,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by the Borrower) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 and substance 9.09 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis after --- ----- giving effect to the respective issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) the Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the Borrower certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.13(c) and containing the pro forma calculations required by the preceding clause (iv). --- ----- (d) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 9.06(vii), (y) in payment of regularly accruing interest with respect to the Convertible Subordinated Notes when and as due in accordance with the terms of the Convertible Subordinated Notes Indenture and (z) so long as, with respect to each other issue of Qualified Preferred Stock, the Borrower receives reasonably equivalent consideration (as determined in good faith by the Borrower).

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of the Subsidiaries to, issue any Disqualified Stock (other than Borrower PIK Preferred Stock issued in accordance with the requirements of Section 5.06, the issuance of preferred stock by a Subsidiary to shares of Borrower PIK Preferred Stock in payment of regularly accruing dividends on theretofore outstanding shares of Borrower PIK Preferred Stock and the issuance of Exchange Borrower or a Wholly Owned SubsidiaryPIK Preferred Stock in exchange for Borrower PIK Preferred Stock as contemplated in the definition of Borrower PIK Preferred Stock and consistent with the requirements of the definition of Exchange Borrower PIK Preferred Stock). (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, and (iv) Subsidiaries of the Borrower formed after the Closing Date Contribution Effective Time pursuant to Section 8.14 9.14 may issue Capital Stock capital stock to the Borrower or the respective Subsidiary of the Borrower which is to own such stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock8.11. All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative AgentPledge Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower Holdings will not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than Preferred Stock issued pursuant to clauses (c) and (d) below) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock unless, in either case, the issuance of preferred stock by a Subsidiary thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Lenders in their sole discretion. (b) The Borrower Holdings will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which that do not decrease the percentage ownership of the Borrower Holdings or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) that Subsidiaries of the Borrower formed after the Closing Initial Borrowing Date pursuant to Section 8.14 7.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, 7.15 and (v) that Subsidiaries may issue common stock to the US Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of its Subsidiaries in accordance connection with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of any transaction permitted by Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock7.05(p). All Capital Stock capital stock issued in accordance with this Section 8.13(c7.13(b) 140 shall, to the extent owned by any Credit Party and required by the Security US Collateral and Guaranty Agreement or the definition of Hospital Investment Program, as the case may bea Foreign Pledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security such US Collateral and Guaranty Agreement or Foreign Pledge Agreement. (c) Holdings may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Initial Borrowing Date pursuant to this Section 7.13(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 7.04(o), $50,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by Holdings) of the assets received therefor) shall not be less than the liquidation preference thereof at the time of issuance, (iv) calculations are made by the US Borrower of compliance with the covenants contained in Sections 7.09 and substance 7.10 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis after giving effect to the respective issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) the US Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the US Borrower certifying to the best of such officer's knowledge as to compliance with the requirements of this Section 7.13(c) and containing the pro forma calculations required by preceding clause (iv). (d) Holdings may issue Qualified Preferred Stock (i) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 7.06(h) and (ii) so long as, with respect to each other issue of Qualified Preferred Stock, Holdings receives reasonably equivalent consideration (as determined in good faith by Holdings).

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will shall not permit issue (i) any of the Subsidiaries to, issue any Disqualified Preferred Stock (other than the issuance of preferred stock by a Subsidiary Qualified Preferred Stock issued pursuant to clause (c) below and any Preferred Stock issued pursuant to the Borrower Rights Plan) or a Wholly Owned Subsidiary)(ii) any redeemable common stock unless, in either case, all terms thereof are satisfactory to the Required Banks in their sole discretion. (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart No Subsidiary of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary shall issue, or permit any of the their Subsidiaries to issue issue, any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, law and (iv) Subsidiaries of the Borrower formed after the Closing Initial Borrowing Date pursuant to Section 8.14 9.11 may issue Capital Stock capital stock to the Borrower, or such Subsidiary of the Borrower or the respective Subsidiary which is to own such stock in accordance with the requirements of Section 7.11, 9.11. (c) The Borrower may issue Qualified Preferred Stock so long as (v) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, (w) with respect to each issue of Qualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the fair market value thereof (as determined in good faith by the Borrower) of the assets received therefor) shall be at least equal to the liqui- dation preference thereof at the time of issuance, (x) the aggregate liquidation preference of all Qualified Preferred Stock issued pursuant to this Section 9.12(c) shall not exceed $100,000,000, (y) calculations are made by the Borrower may permit of compliance with the Subsidiaries covenants contained in Sections 9.08 an 9.09 for the Calculation Period most recently ended prior to issue Capital the date of the respective issuance of Qualified Preferred Stock, on a Pro Forma Basis after giving effect to the respective issuance of Qualified Preferred Stock, and may sell Capital such calculations shall show that such financial covenants would have been complied with if such issuance of Qualified Preferred Stock of Subsidiaries in accordance with had been consummated on the Hospital Investment Program so long as the requirements first day of the definition thereof are satisfied, respective Calculation Period and (viz) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock. All Capital Stock issued in accordance with this Section 8.13(c) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may be, be delivered furnishes to the Administrative Agent for pledge distribution to each of the Banks an officer's certificate by the chief financial officer of the Borrower certifying to the best of his knowledge as to compliance with the requirements of this Section 9.12(c) and containing the calculations required by the preceding clause (y). (d) Any Subsidiary of the Borrower acquired pursuant to a Permitted Acquisition may have, and continue to have, outstanding Permitted Acquired Subsidiary Preferred Stock, so long as the Security Agreement or aggregate amount (determined on the basis of the liquidation preference of each issue of outstanding Permitted Acquired Subsidiary Preferred Stock) of all outstanding Permitted Acquired Subsidiary Preferred Stock at any time outstanding does not exceed $75,000,000, and so long as (x) the requirements of Section 8.13 are met with respect to such Permitted Acquisition and (y) no violation of Section 9.04 occurs, in each case, as a pledge agreement reasonably satisfactory in form and substance to result of the Administrative Agentassumption of any Permitted Acquired Subsidiary Preferred Stock.

Limitation on Issuance of Capital Stock. (a) The US Borrower will not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than Preferred Stock issued pursuant to clause (b)(vi), (c) or (d) below) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock unless, in either case, the issuance of preferred stock by a Subsidiary thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Lenders in their sole discretion. (b) The US Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which that do not decrease the percentage ownership of the US Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) that Subsidiaries of the Borrower formed after the Closing 2010 Restatement Effective Date pursuant to Section 8.14 7.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.117.15, (v) that Subsidiaries may issue common stock to the US Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of its Subsidiaries in accordance connection with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, any transaction permitted by Section 7.05(n) and (vi) the Borrower NSULC1 may sell 100% of its interests in the Capital issue Preferred Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock US Borrower or any Wholly-Owned Subsidiary of the Subsidiaries listed US Borrower (other than any Unrestricted Subsidiary) in connection with any transaction permitted by Section 6.16 on Schedule 8.13; provided, however, that or after the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stockdate the initial action under the Reorganization Plan is taken. All Capital Stock capital stock issued in accordance with this Section 8.13(c7.13(b) shall, to the extent owned by any Credit Party and required by the Security US Collateral and Guaranty Agreement or the definition of Hospital Investment Program, as the case may bea Foreign Pledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security such US Collateral and Guaranty Agreement or Foreign Pledge Agreement. (c) The US Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the 2010 Restatement Effective Date pursuant to this Section 7.13(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 7.04(m), $100,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by the US Borrower) of the assets received therefor) shall not be less than the liquidation preference thereof at the time of issuance and substance (iv) the US Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the US Borrower certifying to the best of such officer’s knowledge as to compliance with the requirements of this Section 7.13(c). (d) The US Borrower may issue Qualified Preferred Stock.

Limitation on Issuance of Capital Stock. (a) The Borrower will --------------------------------------- not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than (x) the issuance of preferred shares of PIK Preferred Stock in payment of regularly accruing dividends on theretofore outstanding shares of PIK Preferred Stock and (y) Preferred Stock issued pursuant to clauses (c) and (d) below) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock by a Subsidiary unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Banks in their sole discretion. (b) The Borrower will shall not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, law and (iv) Subsidiaries of the Borrower formed after the Closing Third Restatement Effective Date pursuant to Section 8.14 9.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.15. All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement Pledge Agreement. (c) The Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Third Restatement Effective Date pursuant to this Section 9.13(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(j), $20,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by the Borrower) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 through 9.11 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis after giving effect to the respective issuance of --- ----- Disqualified Preferred Stock, and substance such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) the Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the Borrower certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.13(c) and containing the pro forma calculations --- ----- required by the preceding clause (iv). (d) The Borrower may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 9.06(vi) and (y) so long as, with respect to each other issue of Qualified Preferred Stock, the Borrower receives reasonably equivalent consideration (as determined in good faith by the Borrower).

Limitation on Issuance of Capital Stock. (a) The Borrower Company will not, and will not permit any of the its Subsidiaries to, issue any Disqualified Stock (other than the issuance of preferred capital stock by a Subsidiary to the Borrower or a Wholly Owned Subsidiary). (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the Subsidiaries to issue any Capital Stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Company (or in the case of issuances by the Company, of Holdings) or any of the its Subsidiaries in any class of the Capital Stock capital stock of the Company or such Subsidiary, as the case may be, (iii) in the case of Foreign Subsidiaries of the BorrowerCompany, to qualify directors to the extent required by applicable law, and (iv) Subsidiaries of the Borrower Company formed after the Closing Date pursuant to Section 8.14 may issue Capital Stock capital stock to the Borrower Company or the respective Subsidiary of the Company which is to own such stock. Notwithstanding anything to the contrary contained above, this subsection 9.18 shall not apply to (x) any issuance of common stock of the Company to persons other than Holdings pursuant to an IPO, so long as the Net Proceeds thereof are received by the Company and applied by it in accordance with the relevant requirements of Section 7.11subsection 5.4 and (y) issuances of equity by any Person, (v) which is not a Credit Party and is not, on the Borrower may permit Closing Date, a Subsidiary of the Company, in which all investments made therein by the Company and its Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries are made after the Closing Date in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stocksubsection 9.6(h). All Capital Stock capital stock issued in accordance with this Section 8.13(csubsection 9.18 (excluding the second sentence hereof) shall, to the extent required by the Security relevant Pledge Agreement or the definition of Hospital Investment Program, as the case may besubsection 8.9, be delivered to the Administrative Agent for pledge pursuant to the Security relevant Pledge Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative Agentrequirements of subsection 8.9.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit issue (i) any of the Subsidiaries to, issue any Disqualified Stock preferred stock (other than (x) the issuance of shares of PIK Preferred Stock in payment of regularly accruing dividends on theretofore outstanding shares of PIK Preferred Stock and (y) other preferred stock which by a Subsidiary its terms (A) is not exchangeable or convertible into any Indebtedness of the Borrower or its Subsidiaries, (B) shall not have cash dividends declared, is not subject to mandatory redemptions and shall not be voluntarily redeemed, in any case prior to January 1, 2008, and (C) is otherwise issued in such amounts and subject to such terms which are not materially adverse to the Borrower or a Wholly Owned Subsidiary)the Lenders) or (ii) any redeemable common stock. (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock Equity Interests (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary GuarantorEquity Interests, except (i) for transfers and replacements of then outstanding shares of Capital StockEquity Interests, (ii) for stock splits, stock dividends and similar or additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock Equity Interests of such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) for issuances by newly created or Wholly-Owned Subsidiaries of the Borrower formed after created or acquired in accordance with the Closing Date pursuant to Section 8.14 may issue Capital Stock terms of this Agreement, and (v) for issuances of Equity Interests by any Subsidiary of the Borrower to the Borrower or any other Person, provided that if the respective Person to which such Equity Interests are issued (A) is the Borrower or a Subsidiary Guarantor, such Equity Interests shall be pledged pursuant to the Security Documents and (B) is neither the Borrower nor any Subsidiary Guarantor, (I) such Equity Interests are not preferred stock or similarly preferred Equity Interests and (II) no Default or Event of Default then exists or would result immediately after giving effect thereto. Subject to continued compliance with Section 9.17, if, as a result of any such issuances made pursuant to clause (v) in the immediately preceding sentence, a Wholly-Owned Subsidiary which is a Subsidiary Guarantor ceases to own constitute a Wholly-Owned Subsidiary, upon the receipt by the Administrative Agent and the Collateral Agent of (i) a certificate from an Authorized Officer and the Borrower certifying that (x) such stock Subsidiary is to be released from the Subsidiaries Guaranty and the Security Documents to which it is a party in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, provisions hereof and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (viiy) sales no Default or Event of Capital Stock of Default exists at the Subsidiaries listed on Schedule 8.13; providedtime of, howeveror would exist immediately after giving effect to, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock. All Capital Stock issued in accordance with this Section 8.13(csuch release and (ii) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may be, be delivered evidence reasonably satisfactory to the Administrative Agent for pledge pursuant to and the Collateral Agent and such Subsidiary has been (or will contemporaneously with the release described below, will be) released from its guaranty (if any) of any and all Indebtedness under the Senior Subordinated Notes and, after the issuance thereof, the Permitted Subordinated Notes, such Subsidiary shall, so long as no Default or Event of Default then exists or would result therefrom, be released from the Subsidiaries Guaranty and the Security Agreement Documents to which it is a party, and the Collateral Agent shall be authorized to take any action deemed appropriate in order to effect or a pledge agreement reasonably satisfactory in form and substance to evidence the Administrative Agentforegoing.

Limitation on Issuance of Capital Stock. (a) The Borrower will --------------------------------------- not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than (x) PIK Preferred Stock issued in accordance with the requirements of Section 5.08, and the issuance of preferred additional shares of PIK Preferred Stock in payment of regularly accruing dividends on theretofore outstanding shares of Holdings Preferred Stock and (y) Preferred Stock issued pursuant to clauses (c) and (d) below, respectively) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock by a Subsidiary unless, in either case, the issuance thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Banks in their sole discretion. (b) The Borrower will shall not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchasepur chase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, law and (iv) Subsidiaries of the Borrower formed after the Closing Effective Date pursuant to Section 8.14 9.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.15. All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement Pledge Agreement. (c) The Borrower may issue Disqualified Preferred Stock so long as (i) no Default or a pledge agreement reasonably satisfactory in form and substance Event of Default then exists or would exist immediately after giving effect to the Administrative Agentrespective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Effective Date pursuant to this Section 9.13(c) shall not to exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(j), $15,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the fair market value thereof (as determined in good faith by the Borrower) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 through 9.11 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis after giving effect to the respective --- ----- issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) the Borrower shall furnish to the Agent a certificate by an Authorized Officer of the Borrower certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.13(c) and containing the pro forma calculations required by the preceding --- ----- clause (iv). (d) The Borrower may issue Qualified Preferred Stock so long as, with respect to each issue of Qualified Preferred Stock, the Borrower receives reasonably equivalent consideration (as determined in good faith by the Borrower).

Limitation on Issuance of Capital Stock. (a) The Borrower Holdings will --------------------------------------- not, and will not permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than Preferred Stock issued pursuant to clauses (c) and (d) below) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock unless, in either case, the issuance of preferred stock by a Subsidiary thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Lenders in their sole discretion. (b) The Borrower Holdings will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Holdings or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Initial Borrowing Date pursuant to Section 8.14 9.15 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, 9.15 and (v) the Borrower that Subsidiaries may permit the Subsidiaries issue common stock to issue Capital Stock, RPP USA and may sell Capital Stock of its Subsidiaries in accordance connection with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of any transaction permitted by Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.05(p). All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(b) shall, to the extent owned by any Credit Party and required by the Security Agreement or the definition of Hospital Investment Program, as the case may bea Pledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to such Pledge Agreement. (c) Holdings may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the Security Agreement respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Initial Borrowing Date pursuant to this Section 9.13(c) shall not to exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(o), $50,000,000, (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by Holdings) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by RPP USA of compliance with the covenants contained in Sections 9.09 and substance 9.10 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis --- ----- after giving effect to the respective issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) RPP USA shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of RPP USA certifying to the best of such officer's knowledge as to compliance with the requirements of this Section 9.13(c) and containing the pro --- forma calculations required by preceding clause (iv). ----- (d) Holdings may issue Qualified Preferred Stock (x) in payment of regularly accruing dividends on theretofore outstanding shares of Qualified Preferred Stock as contemplated by Section 9.06(h) and (y) so long as, with respect to each other issue of Qualified Preferred Stock, Holdings receives reasonably equivalent consideration (as determined in good faith by Holdings).

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will Canadian Parent shall not permit issue (i) any of the Subsidiaries to, issue any Disqualified Preferred Stock (other than the issuance of preferred Qualified Preferred Stock and Mandatorily Convertible Preferred Stock issued pursuant to clauses (c) and (d), respectively, below) or (ii) any redeemable common stock by a Subsidiary unless, in either case, all terms thereof are satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Lenders in their sole discretion. (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart No Subsidiary of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary Canadian Parent shall issue, or permit any of the its Subsidiaries to issue issue, any Capital Stock of its Equity Interests (including by way of sales of treasury stock) or any options options, rights or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorits Equity Interests, except (i) for transfers and replacements of then outstanding shares of Capital Stockits Equity Interests, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower Canadian Parent or any of the its Subsidiaries in any class of the Capital Stock Equity Interests of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Escrow Release Date pursuant to Section 8.14 9.11 may issue Capital Stock its Equity Interests to the Borrower Canadian Parent, or such Subsidiary of the respective Subsidiary Canadian Parent which is to own such stock Equity Interests in accordance with the requirements of Section 7.11, 9.11 and (v) any Subsidiary of the Canadian Parent which is not a Qualified Obligor may issue Equity Interests (in addition to those issuances contemplated in preceding clauses (i) through (iv), and which may result in such Person ceasing to be a Subsidiary) to Persons other than the Canadian Parent and its Subsidiaries; provided that, unless all amounts theretofore invested in such Subsidiary by the Canadian Parent and its other Subsidiaries have been invested after the Initial Borrowing Date and have been justified as Investments pursuant to Section 9.05(vii), then (x) on the date of the first issuance of Equity Interests by the Subsidiary described above in this clause (v), the aggregate Fair Market Value of all Equity Interests of the Canadian Parent and its other Subsidiaries in such Person at the time of such issuance pursuant to this clause (v) shall be deemed to constitute an Investment pursuant to Section 9.05(vii), and shall only be permitted if the Available Basket Amount is sufficient to justify same and is reduced by the amount of the deemed Investment pursuant to this clause (v), and (y) all subsequent Investments by the Canadian Parent and its Subsidiaries in any Person which issues Equity Interest pursuant to this clause (v) shall be required to be made pursuant to, and in accordance with Section 9.05 (vii). (c) The Canadian Parent may issue Qualified Preferred Stock so long as (x) no Default or Event of Default shall exist at the time of any such issuance or immediately after giving effect thereto, and (y) with respect to each issue of Qualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Qualified Preferred Stock directly issued as consideration for a Permitted Acquisition, the Fair Market Value thereof of the assets received therefor) shall be at least equal to 97% of the liquidation preference thereof at the time of issuance. (d) The Canadian Parent or the Borrower may permit issue Mandatorily Convertible Preferred Stock so long as no Default or Event of Default shall exist at the Subsidiaries time of any such issuance or immediately after giving effect thereto. (e) Any Subsidiary of the Canadian Parent acquired pursuant to issue Capital a Permitted Acquisition may have, and continue to have, outstanding Permitted Acquired Subsidiary Preferred Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the aggregate amount (determined on the basis of the liquidation preference of each issue of outstanding Permitted Acquired Subsidiary Preferred Stock) of all outstanding Permitted Acquired Subsidiary Preferred Stock at any time outstanding does not exceed $50,000,000 and so long as (x) the requirements of the definition thereof Section 8.13 are satisfied, met with respect to such Permitted Acquisition and (viy) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions no violation of Section 8.02(vii) and (vii) sales of Capital Stock 9.04 occurs, in each case, as a result of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit assumption of any Permitted Acquired Subsidiary to issue debt securities convertible into Capital Preferred Stock. All Capital Stock issued in accordance with this Section 8.13(c) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may be, be delivered to the Administrative Agent for pledge pursuant to the Security Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative Agent.

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of the its Subsidiaries to, to issue (i) any Disqualified Stock preferred stock (other than except for the issuance of preferred stock by a Subsidiary the Borrower Preferred Stock on or prior to the Initial Borrowing Date pursuant to the Equity Contribution Documents) and the issuance of Borrower Preferred Stock as a dividend on Borrower Preferred Stock then outstanding or a Wholly Owned Subsidiary)(ii) any class of redeemable common stock. (b) The Borrower will not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, and (iv) Subsidiaries of the Borrower formed after the Closing Effective Date pursuant to Section 8.14 9.15 may issue Capital Stock capital stock to the Borrower or the respective Subsidiary of the Borrower which is to own such stock in accordance with the requirements of Section 7.11, (v) the Borrower may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.15. All Capital Stock capital stock issued in accordance with this Section 8.13(c9.17(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Agreement or a pledge agreement reasonably satisfactory in form and substance to the Administrative AgentPledge Agreement.

Limitation on Issuance of Capital Stock. (a) The Borrower will --------------------------------------- not, and nor will not the Borrower permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than (x) the Existing Preferred Stock or Preferred Stock issued pursuant to clauses (c) and (d) below, respectively and (y) Preferred Stock issued pursuant to capital calls under Section 5.7 of the Stockholders Agreement) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock unless, in either case, the issuance of preferred stock by a Subsidiary thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Banks in their sole discretion. (b) The Borrower will shall not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors directors, officers or brokers of record to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Restatement Effective Date pursuant to Section 8.14 9.13 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, 9.13 and (v) the Borrower that Subsidiaries may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries common stock in accordance connection with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of any transaction permitted by Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.05(q). All Capital Stock capital stock issued in accordance with this Section 8.13(c9.11(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to such Pledge Agreement. (c) The Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the Security Agreement respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Restatement Effective Date pursuant to this Section 9.11(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(i), $75,000,000 (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by the Borrower) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 and substance 9.09 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis after --- ----- giving effect to the respective issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) the Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the Borrower certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.11(c) and containing the pro forma calculations required by the preceding clause (iv). --- ----- (d) The Borrower may issue Qualified Preferred Stock so long as, with respect to each issue of Qualified Preferred Stock, the Borrower receives reasonably equivalent consideration (as determined in good faith by the Borrower).

Limitation on Issuance of Capital Stock. (a) The Borrower will not, and will not permit any of the its Subsidiaries to, to issue any Disqualified Stock (other than (i) Borrower Preferred Stock issued in accordance with the requirements of Section 5.06 and the issuance of shares of Borrower Preferred Stock in payment of regularly accruing dividends on theretofore outstanding shares of Borrower Preferred Stock and (ii) the issuance of preferred stock by a Subsidiary of the Borrower to the Borrower or a Wholly Wholly-Owned Subsidiary). (b) The Borrower will not issue any Capital Stock capital stock unless such Capital Stock capital stock (other than capital stock issued to the public in a registered public offering) is delivered to the Administrative Collateral Agent for pledge pursuant to the Security Hypothecation Agreement and the relevant shareholder executes and delivers a counterpart of the Security Hypothecation Agreement. (c) The Borrower will not sell any Capital Stock capital stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such Subsidiary, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Effective Date pursuant to Section 8.14 9.14 may issue Capital Stock capital stock to the Borrower or the respective Subsidiary of the Borrower which is to own such stock in accordance with the requirements of Section 7.118.11 and, (v) the Borrower may permit the its Subsidiaries to issue Capital Stockcapital stock, and may sell Capital Stock capital stock of Subsidiaries subsidiaries in accordance with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, satisfied and (vi) the Borrower may sell 100% of its interests in the Capital Stock capital stock of a Subsidiary pursuant to the provisions of Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.02(vii). All Capital Stock capital stock issued in accordance with this Section 8.13(c9.13(c) shall, to the extent required by the Security Pledge Agreement or the definition of Hospital Investment Program, as the case may be, be delivered to the Administrative Collateral Agent for pledge pursuant to the Security Pledge Agreement or a pledge hypothecation agreement reasonably satisfactory in form and substance to the Administrative Agent.

Limitation on Issuance of Capital Stock. (a) The Borrower --------------------------------------- will not, and nor will not the Borrower permit any of the its Subsidiaries to, issue (i) any Disqualified Preferred Stock (other than (x) the Existing Preferred Stock or Preferred Stock issued pursuant to clauses (c) and (d) below, respectively and (y) Preferred Stock issued pursuant to capital calls under Section 5.7 of the Stockholders Agreement) or any options, warrants or rights to purchase Preferred Stock or (ii) any redeemable common stock unless, in either case, the issuance of preferred stock by a Subsidiary thereof is, and all terms thereof are, satisfactory to the Borrower or a Wholly Owned Subsidiary)Required Banks in their sole discretion. (b) The Borrower will shall not issue any Capital Stock unless such Capital Stock is delivered to the Administrative Agent for pledge pursuant to the Security Agreement and the relevant shareholder executes and delivers a counterpart of the Security Agreement. (c) The Borrower will not sell any Capital Stock of a Subsidiary or permit any of the its Subsidiaries to issue any Capital Stock capital stock (including by way of sales of treasury stock) or any options or warrants to purchase, or securities convertible into, Capital Stock, in each case other than to the Borrower or a Subsidiary Guarantorcapital stock, except (i) for transfers and replacements of then outstanding shares of Capital Stockcapital stock, (ii) for stock splits, stock dividends and additional issuances which do not decrease the percentage ownership of the Borrower or any of the its Subsidiaries in any class of the Capital Stock capital stock of such SubsidiarySubsidiaries, (iii) in the case of Foreign Subsidiaries of the Borrower, to qualify directors to the extent required by applicable law, (iv) Subsidiaries of the Borrower formed after the Closing Effective Date pursuant to Section 8.14 9.13 may issue Capital Stock to the Borrower or the respective Subsidiary which is to own such capital stock in accordance with the requirements of Section 7.11, 9.13 and (v) the Borrower that Subsidiaries may permit the Subsidiaries to issue Capital Stock, and may sell Capital Stock of Subsidiaries common stock in accordance connection with the Hospital Investment Program so long as the requirements of the definition thereof are satisfied, (vi) the Borrower may sell 100% of its interests in the Capital Stock of a Subsidiary pursuant to the provisions of any transaction permitted by Section 8.02(vii) and (vii) sales of Capital Stock of the Subsidiaries listed on Schedule 8.13; provided, however, that the Borrower will not permit any Subsidiary to issue debt securities convertible into Capital Stock9.05(q). All Capital Stock capital stock issued in accordance with this Section 8.13(c9.12(b) shall, to the extent required by the Security Agreement or the definition of Hospital Investment Program, as the case may bePledge Agreement, be delivered to the Administrative Collateral Agent for pledge pursuant to such Pledge Agreement. (c) The Borrower may issue Disqualified Preferred Stock so long as (i) no Default or Event of Default then exists or would exist immediately after giving effect to the Security Agreement respective issuance, (ii) the aggregate liquidation preference for all Disqualified Preferred Stock issued after the Effective Date pursuant to this Section 9.12(c) shall not exceed, when combined with the aggregate principal amount of all then outstanding Indebtedness permitted by Section 9.04(i), $75,000,000 (iii) with respect to each issue of Disqualified Preferred Stock, the gross cash proceeds therefrom (or in the case of Disqualified Preferred Stock directly issued as consideration for a pledge agreement reasonably satisfactory Permitted Acquisition, the fair market value thereof (as determined in form good faith by the Borrower) of the assets received therefor) shall not exceed the liquidation preference thereof at the time of issuance, (iv) calculations are made by the Borrower of compliance with the covenants contained in Sections 9.08 and substance 9.09 for the Calculation Period most recently ended prior to the date of the respective issuance of Disqualified Preferred Stock, on a Pro Forma Basis --- ----- after giving effect to the respective issuance of Disqualified Preferred Stock, and such calculations shall show that such financial covenants would have been complied with if such issuance of Disqualified Preferred Stock had been consummated on the first day of the respective Calculation Period, and (v) the Borrower shall furnish to the Administrative AgentAgent a certificate by an Authorized Officer of the Borrower certifying to the best of his or her knowledge as to compliance with the requirements of this Section 9.12(c) and containing the pro forma calculations required by the --- ----- preceding clause (iv). (d) The Borrower may issue Qualified Preferred Stock so long as, with respect to each issue of Qualified Preferred Stock, the Borrower receives reasonably equivalent consideration (as determined in good faith by the Borrower).