Common use of Limitation on Restricted Payments and Restricted Investments Clause in Contracts

Limitation on Restricted Payments and Restricted Investments. (a) The Company shall not make, and shall not permit any of its Subsidiaries to make, directly or indirectly, any Restricted Payment or Restricted Investment at any time on or after the Issue Date if, at the time of such Restricted Payment or Restricted Investment or immediately after giving effect thereto: (1) a Default or an Event of Default shall have occurred and be continuing; (2) the Company is not able to incur at least $1.00 of additional Debt under Section 4.09(a); or (3) the aggregate amount of Restricted Payments made since June 30, 1996 (the "Applicable Date") and the aggregate amount of Restricted Investments made since the Applicable Date and then outstanding (the amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of the Company in good faith as of the date of payment or investment) shall exceed the sum of: (i) 50% of the cumulative Consolidated Net Income (or minus 100% of the cumulative Consolidated Net Loss) of the Company accrued during the period beginning on the Applicable Date and ending on the last day of the fiscal quarter for which financial information has been made publicly available by the Company but ending no more than 135 days prior to the date of such Restricted Payment or Restricted Investment (treating such period as a single accounting period); (ii) 100% of the net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of the Company in good faith, as evidenced by a Board Resolution, received by the Company from any Person (other than a Subsidiary of the Company) from the Issuance and sale subsequent to the Applicable Date of Capital Stock of the Company (other than Redeemable Stock) or as a capital contribution; (iii) 100% of the net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the exercise of options or warrants on Capital Stock of the Company (other than Redeemable Stock); (iv) 100% of the net cash proceeds received by the Company from the conversion into Capital Stock (other than Redeemable Stock) of convertible Debt or convertible Preferred Stock issued and sold (other than to a Subsidiary of the Company) since the Applicable Date; and (v) $30,000,000. The designation by the Company or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by the Company in an amount equal to the outstanding Investments made by the Company and its Subsidiaries in such Person being designated a Non- Recourse Subsidiary at the time of such designation. (b) The foregoing paragraph (a) shall not prevent the following, as long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom other than pursuant to paragraph (a)): (1) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with paragraph (a); or (2) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by the Company from the substantially concurrent sale of its Common Stock (other than to a Subsidiary of the Company); provided, however, that such net cash proceeds so utilized shall not be included in paragraph (a)(3) in determining the amount of Restricted Payments or Restricted Investments the Company could make under paragraph (a), and Restricted Payments or Restricted Investments made pursuant to this clause (2) shall not be included in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3); or (3) repurchases of Capital Stock of the Company (or, prior to the Spin Off, dividends used to repurchase Capital Stock of GAF), in each case, from employees of the Company or any of its Subsidiaries (other than any Permitted Holder); provided, however, that the aggregate amount of Restricted Payments made under this clause shall not exceed $3,000,000 in any fiscal year; provided, further, however, that the amount of Restricted Payments made pursuant to this clause (3) shall not be included in determining the amount of Restricted Payments made under paragraph (a)(3).

Limitation on Restricted Payments and Restricted Investments. (a) The So long as no Default or an Event of Default shall have occurred and be continuing, the Company shall not may make, and shall not may permit any of its Subsidiaries to make, directly or indirectly, any a Restricted Payment or Restricted Investment at any time on or after the Issue Date ifso long as, at the time of such Restricted Payment or Restricted Investment or and immediately after giving effect thereto: (1) a Default or an Event of Default shall have occurred and be continuing; (2) the Company is not able to incur at least $1.00 of additional Debt under Section 4.09(a); or (3) , the aggregate amount of Restricted Payments made since June 30, 1996 (the "Applicable Date") Issue Date and the aggregate amount of Restricted Investments made since the Applicable Issue Date and then outstanding (the amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of the Company in good faith as of the date of payment or investment) shall not exceed the sum of: (i) 5075% of the cumulative Consolidated Net Income (or minus 100% of the cumulative Consolidated Net Loss) of the Company accrued during the period beginning on the Applicable Commencement Date and ending on the last day of the fiscal quarter for which financial information has been made publicly available by the Company but ending no more than 135 days prior to the date of such Restricted Payment or Restricted Investment (treating such period as a single accounting period); (ii) 100% of the net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of the Company in good faith, as evidenced by a Board Resolution, received by the Company from any Person (other than a Subsidiary of the Company) from the Issuance and sale subsequent to the Applicable Commencement Date of Capital Stock of the Company (other than Redeemable Stock) or as a capital contribution; provided that, if the value of the non-cash contribution is in excess of $10,000,000 the Company shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or such Subsidiary, in their capacity as such (the determination as to the value of any non-cash consideration referred to in this clause (ii) to be made by such investment banking firm), and such opinion shall have been delivered to the Trustee; (iii) 100% of the net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the exercise of options or warrants on Capital Stock of the Company (other than Redeemable Stock)) since the Commencement Date; (iv) 100% of the net cash proceeds received by the Company from the conversion into Capital Stock (other than Redeemable Stock) of convertible Debt or convertible Preferred Stock issued and sold (other than to a Subsidiary of the Company) since the Applicable Commencement Date; and (v) $30,000,00060,000,000. The designation by the Company or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by the Company in an amount equal to the outstanding Investments made by the Company and its Subsidiaries in such Person being designated a Non- Non-Recourse Subsidiary at the time of such designation. (b) The foregoing paragraph (aSection 4.10(a) shall not prevent the following, as long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom other than pursuant to paragraph (aSection 4.10(a)): (1) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with paragraph (aSection 4.10(a); or; (2) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by the Company from the substantially concurrent sale of its Common Stock (other than to a Subsidiary of the Company); provided, however, provided that such net cash proceeds so utilized shall not be included in paragraph (a)(3a) in determining the amount of Restricted Payments or Restricted Investments the Company could make under paragraph (aSection 4.10(a), and Restricted Payments or Restricted Investments made pursuant to this clause (2) shall not be included in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3); or; (3) cumulative Investments in Non-Recourse Subsidiaries not in excess of $50,000,000 in the aggregate determined as of the date of Investment (the amount so expended, if other than cash, to be determined by the Company's Board of Directors, as evidenced by a Board Resolution); and (4) repurchases of Capital Stock of the Company (or, prior to the Spin Off, dividends used to repurchase Capital Stock of GAF)Company, in each case, case from employees of the Company or any of its Subsidiaries (other than any Permitted Holder); provided, however, that the aggregate amount of Restricted Payments payments made under this clause shall not exceed $3,000,000 1,500,000 in any fiscal year; provided, further, however, that the amount of . Restricted Payments or Restricted Investments made pursuant to this clause clauses (2), (3) or (4) shall not be included deducted in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3Section 4.10(a).

Limitation on Restricted Payments and Restricted Investments. (a) The So long as no Default or an Event of Default shall have occurred and be continuing, the Company shall not may make, and shall not may permit any of its Subsidiaries to make, directly or indirectly, any Restricted Payment or Restricted Investment at any time on or after the Issue Date ifso long as, at the time of such Restricted Payment or Restricted Investment or and immediately after giving effect thereto: (1) a Default or an Event of Default shall have occurred and be continuing; (2) the Company is not able to incur at least $1.00 of additional Debt under Section 4.09(a); or (3) , the aggregate amount of Restricted Payments made since June 30, 1996 (the "Applicable Date") Issue Date and the aggregate amount of Restricted Investments made since the Applicable Issue Date and then outstanding (the amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of the Company in good faith as of the date of payment or investment) shall not exceed the sum of: (i) 50% of the cumulative Consolidated Net Income (or minus 100% of the cumulative Consolidated Net Loss) of the Company accrued during the period beginning on the Applicable Date January 1, 2001 and ending on the last day of the most recently completed fiscal quarter for which financial information has been made publicly available by provided to the Company Holders in accordance with Section 4.06 but ending no more than 135 days prior to the date of such Restricted Payment or Restricted Investment (treating such period as a single accounting period); (ii) 100% of the net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of the Company in good faith, as evidenced by a Board Resolution, received by the Company from any Person (other than a Subsidiary of the Company) from the Issuance and sale subsequent to the Applicable Issue Date of Capital Stock of the Company (other than Redeemable Stock) or as a capital contribution; PROVIDED that, if the value of the non-cash consideration or contribution is in excess of $10,000,000, the Company shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or such Subsidiary, in their capacity as such (the determination as to the value of any non-cash consideration referred to in this clause (ii) to be made by such investment banking firm), and such opinion shall have been delivered to the Trustee; (iii) 100% of the net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the exercise of options or warrants on Capital Stock of the Company (other than Redeemable Stock)) since the Issue Date; (iv) 100% of the net cash proceeds received by the Company from the conversion into Capital Stock (other than Redeemable Stock) of convertible Debt or convertible Preferred Stock issued and sold (other than to a Subsidiary of the Company) since the Applicable Issue Date; and (v) $30,000,00060,000,000. The designation by the Company or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by the Company in an amount equal to the outstanding Investments made by the Company and its Subsidiaries in such Person being designated a Non- Non-Recourse Subsidiary at the time of such designation. (b) The foregoing paragraph (aSection 4.10(a) shall not prevent the following, as long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom other than pursuant to paragraph (a)Section 4.10(a): (1) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided PROVIDED that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with paragraph (aSection 4.10(a); or; (2) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by the Company from the substantially concurrent sale of its Common Stock (other than to a Subsidiary of the Company); provided, however, PROVIDED that such net cash proceeds so utilized shall not be included in paragraph (a)(3a) in determining the amount of Restricted Payments or Restricted Investments the Company could make under paragraph Section 4.10(a); (a3) cumulative Investments in Non-Recourse Subsidiaries not in excess of $50,000,000 in the aggregate from the Issue Date determined as of the date of the Investment (the amount so expended, if other than cash, to be determined by the Company's Board of Directors, as evidenced by a Board Resolution); and (4) repurchases of Capital Stock of the Company, and in each case from employees, former employees or directors of the Company or any of its Subsidiaries (other than any Permitted Holder); PROVIDED, HOWEVER, that the aggregate amount of Restricted Payments made under this clause (4) shall not exceed $1,500,000 in any fiscal year; PROVIDED, FURTHER, that if any portion of the aggregate amount of Restricted Payments permitted to be made pursuant to this clause (4) shall not be made in a fiscal year, Restricted Payments pursuant to this clause (4) in amount not to exceed to such unused portion may be made in the subsequent fiscal year in addition to all other Restricted Payments permitted to be made pursuant to this clause (4) in that fiscal year. Restricted Payments or Restricted Investments made pursuant to this clause (2), (3) or (4) of this paragraph (b) shall not be included deducted in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3); or (3a) repurchases of Capital Stock of the Company (or, prior to the Spin Off, dividends used to repurchase Capital Stock of GAF), in each case, from employees of the Company or any of its Subsidiaries (other than any Permitted Holder); provided, however, that the aggregate amount of Restricted Payments made under this clause shall not exceed $3,000,000 in any fiscal year; provided, further, however, that the amount of Restricted Payments made pursuant to this clause (3) shall not be included in determining the amount of Restricted Payments made under paragraph (a)(3)Section 4.10.

Limitation on Restricted Payments and Restricted Investments. (a) The So long as no Default or an Event of Default shall have occurred and be continuing, the Company shall not may make, and shall not may permit any of its Subsidiaries to make, directly or indirectly, any a Restricted Payment or Restricted Investment at any time on or after the Issue Date ifso long as, at the time of such Restricted Payment or Restricted Investment or and immediately after giving effect thereto: (1) a Default or an Event of Default shall have occurred and be continuing; (2) the Company is not able to incur at least $1.00 of additional Debt under Section 4.09(a); or (3) , the aggregate amount of Restricted Payments made since June 30, 1996 (the "Applicable Date") Issue Date and the aggregate amount of Restricted Investments made since the Applicable Issue Date and then outstanding (the amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of the Company in good faith as of the date of payment or investment) shall not exceed the sum of: (i) 5075% of the cumulative Consolidated Net Income (or minus 100% of the cumulative Consolidated Net Loss) of the Company accrued during the period beginning on the Applicable Commencement Date and ending on the last day of the fiscal quarter for which financial information has been made publicly available by the Company but ending no more than 135 days prior to the date of such Restricted Payment or Restricted Investment (treating such period as a single accounting period); (ii) 100% of the net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of the Company in good faith, as evidenced by a Board Resolution, received by the Company from any Person (other than a Subsidiary of the Company) from the Issuance and sale subsequent to the Applicable Commencement Date of Capital Stock of the Company (other than Redeemable Stock) or as a capital contribution; provided that, if the value of the non-cash contribution is in excess of $10,000,000 the Company shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or such Subsidiary, in their capacity as such (the determination as to the value of any non-cash consideration referred to in this clause (ii) to be made by such investment banking firm), and such opinion shall have been delivered to the Trustee; (iii) 100% of the net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the exercise of options or warrants on Capital Stock of the Company (other than Redeemable Stock)) since the Commencement Date; (iv) 100% of the net cash proceeds received by the Company from the conversion into Capital Stock (other than Redeemable Stock) of convertible Debt or convertible Preferred Stock issued and sold (other than to a Subsidiary of the Company) since the Applicable Commencement Date; and (v) $30,000,00060,000,000. The designation by the Company or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by the Company in an amount equal to the outstanding Investments made by the Company and its Subsidiaries in such Person being designated a Non- Non-Recourse Subsidiary at the time of such designation. (b) The foregoing paragraph (aSection 4.10(a) shall not prevent the following, as long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom other than pursuant to paragraph (aSection 4.10(a)): (1) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with paragraph (aSection 4.10(a); or; (2) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by the Company from the substantially concurrent sale of its Common Stock (other than to a Subsidiary of the Company); provided, however, provided that such net cash proceeds so utilized shall not be included in paragraph (a)(3a) in determining the amount of Restricted Payments or Restricted Investments the Company could make under paragraph (aSection 4.10(a), and Restricted Payments or Restricted Investments made pursuant to this clause (2) shall not be included in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3); or; (3) cumulative Investments in Non-Recourse Subsidiaries not in excess of $50,000,000 in the aggregate determined as of the date of Investment (the amount so expended, if other than cash, to be determined by the Company's Board of Directors, as evidenced by a Board Resolution); and (4) repurchases of Capital Stock of the Company (or, prior to the Spin Off, dividends used to repurchase Capital Stock of GAF)Company, in each case, case from employees of the Company or any of its Subsidiaries (other than any Permitted Holder); provided, however, that the aggregate amount of Restricted Payments made under this clause shall not exceed $3,000,000 1,500,000 in any fiscal year; provided, further, however, that the amount of . Restricted Payments or Restricted Investments made pursuant to this clause clauses (2), (3) or (4) shall not be included deducted in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3Section 4.10(a).

Limitation on Restricted Payments and Restricted Investments. (a) The So long as no Default or an Event of Default shall have occurred and be continuing, the Company shall not may make, and shall not may permit any of its Subsidiaries to make, directly or indirectly, any a Restricted Payment or Restricted Investment at any time on or after the Issue Date ifso long as, at the time of such Restricted Payment or Restricted Investment or and immediately after giving effect thereto: (1) a Default or an Event of Default shall have occurred and be continuing; (2) the Company is not able to incur at least $1.00 of additional Debt under Section 4.09(a); or (3) , the aggregate amount of Restricted Payments made since June 30, 1996 (the "Applicable Date") Issue Date and the aggregate amount of Restricted Investments made since the Applicable Issue Date and then outstanding (the amount expended for such purposes, if other than in cash, shall be the fair market value of such property as determined by the Board of Directors of the Company in good faith as of the date of payment or investment) shall not exceed the sum of: (i) 50% of the cumulative Consolidated Net Income (or minus 100% of the cumulative Consolidated Net Loss) of the Company accrued during the period beginning on the Applicable Commencement Date and ending on the last day of the fiscal quarter for which financial information has been made publicly available by the Company but ending no more than 135 days prior to the date of such Restricted Payment or Restricted Investment (treating such period as a single accounting period); (ii) 100% of the net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of the Company in good faith, as evidenced by a Board Resolution, received by the Company from any Person (other than a Subsidiary of the Company) from the Issuance and sale subsequent to the Applicable Commencement Date of Capital Stock of the Company (other than Redeemable Stock) or as a capital contribution; provided that, if the value of the non-cash contribution is in excess of $10,000,000 the Company shall have received the written opinion of a nationally recognized investment banking firm that the terms thereof, from a financial point of view, are fair to the shareholders of the Company or such Subsidiary, in their capacity as such (the determination as to the value of any non-cash consideration referred to in this clause (ii) to be made by such investment banking firm), and such opinion shall have been delivered to the Trustee; (iii) 100% of the net cash proceeds received by the Company from any Person (other than a Subsidiary of the Company) from the exercise of options or warrants on Capital Stock of the Company (other than Redeemable Stock)) since the Commencement Date; (iv) 100% of the net cash proceeds received by the Company from the conversion into Capital Stock (other than Redeemable Stock) of convertible Debt or convertible Preferred Stock issued and sold (other than to a Subsidiary of the Company) since the Applicable Commencement Date; and (v) $30,000,000. The designation by the Company or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by the Company in an amount equal to the outstanding Investments made by the Company and its Subsidiaries in such Person being designated a Non- Non-Recourse Subsidiary at the time of such designation. (b) The foregoing paragraph (aSection 4.10(a) shall not prevent the following, as long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom other than pursuant to paragraph (aSection 4.10(a)): (1) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with paragraph (aSection 4.10(a); or; (2) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by the Company from the substantially concurrent sale of its Common Stock (other than to a Subsidiary of the Company); provided, however, provided that such net cash proceeds so utilized shall not be included in paragraph (a)(3a) in determining the amount of Restricted Payments or Restricted Investments the Company could make under paragraph (aSection 4.10(a), and Restricted Payments or Restricted Investments made pursuant to this clause (2) shall not be included in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3); or; (3) cumulative Investments in Non-Recourse Subsidiaries not in excess of $50,000,000 in the aggregate determined as of the date of Investment (the amount so expended, if other than cash, to be determined by the Company's Board of Directors, as evidenced by a Board Resolution); and (4) repurchases of Capital Stock of the Company (or, prior to the Spin Off, dividends used to repurchase Capital Stock of GAF)Company, in each case, case from employees of the Company or any of its Subsidiaries (other than any Permitted Holder); provided, however, that the aggregate amount of Restricted Payments payments made under this clause shall not exceed $3,000,000 1,500,000 in any fiscal year; provided, further, however, that the amount of . Restricted Payments or Restricted Investments made pursuant to this clause clauses (2), (3) or (4) shall not be included deducted in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3Section 4.10(a).

Limitation on Restricted Payments and Restricted Investments. (a) The Company shall not makenot, and shall not permit any Subsidiary to, at any time declare or make or incur any liability to declare or make any Restricted Payment (other than Restricted Payments comprised solely of its Subsidiaries Distributions to makethe Company or a Wholly-Owned Subsidiary in respect of the capital stock of a Subsidiary ("Permitted Distributions")) or make or authorize any Restricted Investment, directly or indirectly, any unless (i) immediately after giving effect to the proposed Restricted Payment or Restricted Investment at any time on or after the Issue Date ifInvestment, at the time of such Restricted Payment or Restricted Investment or immediately after giving effect thereto: (1) a Default or an Event of Default shall have occurred and be continuing; (2) the Company is not able to incur at least $1.00 of additional Debt under Section 4.09(a); or (3) the aggregate amount of Supplemental Restricted Payments Investments made since June 30, 1996 or authorized after the Closing Date does not exceed fifty million dollars (the "Applicable Date"$50,000,000) and the aggregate amount of all Restricted Payments (other than Permitted Distributions) and Restricted Investments made since the Applicable Date and then outstanding (the amount expended for such purposes, if other than in cash, shall be Supplemental Restricted Investments) made or authorized after the fair market value of such property as determined by the Board of Directors of the Company in good faith as of the date of payment or investment) shall Closing Date does not exceed the sum of: (iA) 50% twenty-five million dollars ($25,000,000); plus (B) twenty-five percent (25%) of the cumulative aggregate Consolidated Net Income (or minus 100% of the cumulative or, in case such aggregate Consolidated Net LossIncome shall be a deficit, minus one hundred percent (100%) of the Company accrued during such deficit) for the period beginning commencing on the Applicable Closing Date and ending on the last day of the fiscal quarter for which financial information has been made publicly available by the Company but ending no more than 135 days prior to the date of such Restricted Payment or Restricted Investment (treating such period as a single accounting period);proposed transaction; plus (iiC) one hundred percent (100% %) of the net cash proceeds, including the fair market value of property other than cash as determined by the Board of Directors of the Company in good faith, as evidenced by a Board Resolution, received by the Company from any Person (other than a Subsidiary of the Company) from the Issuance and sale subsequent to the Applicable Date of Capital Stock of the Company (other than Redeemable Stock) or as a capital contribution; (iii) 100% of the aggregate net cash proceeds received by the Company from any Person (other than a Subsidiary of after the Company) Closing Date from the exercise issuance or sale of options or warrants on Capital Stock shares of capital stock of the Company (other than Mandatory Redeemable Stock); (iv) 100% Section 9.1 of the net cash proceeds received by Existing Note Purchase Agreement is hereby amended to add the Company from following definition of "Senior Subordinated Debt" in the conversion into Capital Stock (other than Redeemable Stock) of convertible Debt or convertible Preferred Stock issued and sold (other than to a Subsidiary of the Company) since the Applicable Date; and (v) $30,000,000. The designation by the Company or any of its Subsidiaries of a Subsidiary as a Non-Recourse Subsidiary shall be deemed to be the making of a Restricted Investment by the Company in an amount equal to the outstanding Investments made by the Company and its Subsidiaries appropriate alphabetical position in such Person being designated a Non- Recourse Subsidiary section: Senior Subordinated Debt -- means, at the time of such designation. (b) The foregoing paragraph (a) shall not prevent the followingany time, as long as no Default or Event of Default shall have occurred and be continuing (or would result therefrom other than pursuant to paragraph (a)): (1) the making of any Restricted Payment or Restricted Investment within 60 days after (x) the date of declaration thereof or (y) the making of a binding commitment in respect thereof; provided that at such date of declaration or commitment such Restricted Payment or Restricted Investment complied with paragraph (a); or (2) any Restricted Payment or Restricted Investment made out of the net cash proceeds received by the Company from the substantially concurrent sale of its Common Stock (other than to a Subsidiary of the Company); provided, however, that such net cash proceeds so utilized shall not be included in paragraph (a)(3) in determining the amount of Restricted Payments or Restricted Investments the Company could make under paragraph (a), and Restricted Payments or Restricted Investments made pursuant to this clause (2) shall not be included in determining the amount of Restricted Payments or Restricted Investments made or then outstanding under paragraph (a)(3); or (3) repurchases of Capital Stock of the Company (or, prior to the Spin Off, dividends used to repurchase Capital Stock of GAF), in each case, from employees of the Company or any of its Subsidiaries (other than any Permitted Holder); provided, however, that the aggregate amount of Restricted Payments made under this clause shall not exceed Debt of the Company outstanding at such time which has the terms and conditions described in the Company's Preliminary Offering Memorandum (draft dated January 15, 1998) prepared by Chase Securities, Inc. for its $3,000,000 in any fiscal year; provided, further, however, that the amount 125,000,000 issue of Restricted Payments made pursuant to this clause (3) shall not be included in determining the amount of Restricted Payments made under paragraph (a)(3)Senior Subordinated Notes due 2007.