Common use of Limitation on Restricted Payments Clause in Contracts

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s 's Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s 's Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basisCompany); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries held by any Affiliate of the Company (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) Company or any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted SubsidiaryCompany); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) except a regularly scheduled payment of interest or principal or sinking fund payment or (c) other than the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “"Restricted Payments”"), unless, at the time of and after giving effect to such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock or make any similar payment (including, without limitation, including any payment in connection with any merger or consolidation involving the Company or any Subsidiary of the Company) or to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock except (other than x) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock or Preferred Stock) of the Company, and (by) dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or a Restricted Subsidiary (cand, if 31 such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the CompanySubsidiary, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect topurchase, or purchaserepurchase, redeem, repayretire, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of such subordinated Indebtedness made Subordinated Obligations acquired in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, payment, purchase, redemption, repurchase, defeasance, retirement or other actions acquisition or Investment set forth in these clauses (i) through (iv) above being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company shall (a) the Borrower will not, and shall will not permit any of its Restricted Subsidiaries to, directly or indirectly, : (i1) declare or pay any dividend or make any other payment or distribution on account of the CompanyBorrower’s or any Restricted Subsidiary’s Equity Interests (includingInterests, without limitation, including any payment dividend or distribution payable in connection with any merger or consolidation involving the Companyconsolidation, other than: (A) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) by the Borrower payable in Equity Interests (other than Disqualified Stock) of the CompanyBorrower or in options, (b) payable in Capital Stock warrants or assets of an Unrestricted Subsidiary of the Company other rights to purchase such Equity Interests, or (cB) payable to the Company dividends or any Restricted Subsidiary of the Company or to all holders of Capital Stock of distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly-Owned Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro rata basis)share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities; (ii2) purchase, redeem redeem, defease or otherwise acquire or retire for value (includingany Equity Interests of the Borrower, without limitationHoldings or any direct or indirect parent company of the Borrower, including in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary)consolidation; (iii3) make any principal payment on or with respect toon, or purchase, redeem, repayrepurchase, defease or otherwise acquire or retire for value, in each case, prior to any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereofscheduled repayment, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or maturity, any Junior Debt of the Borrower or any Restricted Subsidiary, other than (cA) Indebtedness permitted under clauses (g) and (h) of Section 10.1 or (B) the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Junior Debt purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of purchase, repurchase or acquisition; or (iv4) make any Restricted Investment Investment; (all such payments and other actions set forth in clauses (i1) through (iv4) above (other than any exception thereto) being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:: (i) no Event of Default shall have occurred and be continuing or would occur as a consequence thereof (or in the case of a Restricted Investment, no Event of Default under Section 11.1 or 11.5 shall have occurred and be continuing or would occur as a consequence thereof); provided that the foregoing condition shall not apply to amounts attributable to subclauses (B), (C), (F) and (G) of clause (iii) below; (ii) [reserved]; and (iii) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by the Borrower and the Restricted Subsidiaries after the Restatement Effective Date (other than as set forth in Section 10.5(b)), is less than the sum of (without -134- US-DOCS\118329784.0000000000.6

Limitation on Restricted Payments. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, indirectly (iw) declare or pay any dividend or make any other payment or distribution on account of the Company’s Borrower's or any Restricted Subsidiary's Equity Interests (includingInterests, without limitation, including any payment dividend or distribution payable in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (consolidation, other than (A) dividends or distributions (a) by the Borrower payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company Borrower or (cB) payable to the Company dividends or any Restricted Subsidiary of the Company or to all holders of Capital Stock of distributions by a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitationso long as, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests case of any dividend or distribution payable on or in respect of its any class or series of securities issued by a Restricted Subsidiaries (Subsidiary other than (a) any such Equity Interests owned by a Wholly-Owned Subsidiary, the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company Borrower or a Restricted Subsidiary receives at least its pro rata share of the Companysuch dividend or distribution in accordance with its Equity Interests in such class or series of securities, (cx) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, value any Indebtedness Equity Interests of the Company Borrower or any Guarantor that is subordinated direct or indirect parent of the Borrower, including in right of payment to the Notes connection with any merger or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiariesconsolidation, (by) a regularly make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled payment of interest or principal or repayment, sinking fund payment or maturity, any Subordinated Indebtedness other than (cA) Indebtedness permitted under clauses (ix), (x) and (xxiv) of Section 6.01(b) or (B) the purchase purchase, repurchase or other acquisition of such subordinated Subordinated Indebtedness made of the Borrower or any Restricted Subsidiary purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; purchase, repurchase or acquisition or (ivz) make any Restricted Investment (all such payments and other actions set forth in clauses (iw) through (ivz) above being collectively referred to as “"Restricted Payments”"), unless, at the time of and after giving effect to such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than A) dividends or distributions (a) payable in Equity Interests its Capital Stock (other than Disqualified Stock) of the Companyor in options, (b) payable in warrants or other rights to purchase such Capital Stock and (B) dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the CompanyCompany which holds any equity interest in the paying Restricted Subsidiary, (cii) purchase, redeem, retire or otherwise acquire for value any Investment in Capital Stock of the Company held by Persons other than a Person that, after giving effect to such Investment, is Wholly-Owned Subsidiary of the Company or any Capital Stock of a Restricted Subsidiary of the Company or held by any Affiliate of the Company, other than a Wholly-Owned Subsidiary (d) any purchasein either case, redemption or other acquisition of than in exchange for its Capital Stock (other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock); ), (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; Subordinated Obligations or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Investment as described in preceding clauses (i) through (iv) above being collectively referred to as “a "Restricted Payments”Payment"), unless, if at the time of the Company or such Restricted Subsidiary makes such Restricted Payment and immediately after giving pro forma effect to such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend on or make any other distribution or payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) its Capital Stock or to any direct or indirect holders of the Company’s Equity Interests its stockholders (in their capacity as such stockholders) (other than dividends or distributions (a) payable solely in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in its Qualified Capital Stock and, in the case of a Restricted Subsidiary, dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basisWholly Owned Subsidiary); , (ii) purchase, redeem or otherwise acquire or retire for value value, any shares of Capital Stock of the Company (including, without limitationexcept, in connection with any merger or consolidation involving the case of a Restricted Subsidiary, from the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by than a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Wholly Owned Subsidiary); , (iii) acquire, retire or redeem any Indebtedness of or otherwise make any payment on Investment in any Affiliate of the Company (other than a Wholly Owned Subsidiary) or with respect to, or (iv) purchase, redeem, repay, defease redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund or mandatory redemption payment, Indebtedness of the Company or of any Guarantor Affiliate of the Company that is subordinated (whether pursuant to its terms or by operation of law) in right of payment to the Notes and which is scheduled to mature (after giving effect to any and all unconditional (other than as to the giving of notice) options to extend the maturity thereof) on or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among after the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the maturity date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”)the Notes, unless, if at the time of any such declaration, distribution, payment, purchase, redemption, acquisition or retirement (collectively, the "Restricted Payments") and after giving effect to thereto (including, without limitation, in calculating on a pro forma basis, as if such proposed Restricted Payment:Payment had been made, the Consolidated Fixed Charge Coverage Ratio of the Company for purposes of clause (y) below): 79 72

Limitation on Restricted Payments. (a) The Company shall Borrower will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, : (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s Borrower's or any Restricted Subsidiary's Equity Interests (includingInterests, without limitation, including any payment dividend or distribution payable in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than (A) dividends or distributions (a) by the Borrower to the Parent and by the Parent payable in Equity Interests (other than Disqualified Stock) of the CompanyBorrower or in options, warrants or other rights to purchase such Equity Interests (bother than Disqualified Stock) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (cB) payable to the Company dividends or any Restricted Subsidiary of the Company or to all holders of Capital Stock of distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly Owned Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro rata basisshare of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, value any Indebtedness Equity Interests of the Company Borrower or the Parent, including in connection with any Guarantor that is subordinated merger or consolidation; (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in right of payment each case, prior to the Notes or any Guarantee thereofscheduled repayment, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or maturity, any Subordinated Indebtedness of the Borrower (cother than (x) Indebtedness permitted under clauses (b)(vii) and (b)(viii) of Section 10.3 or (y) the purchase purchase, repurchase or other acquisition of such subordinated Subordinated Indebtedness made purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of purchase, repurchase or acquisition); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “"Restricted Payments”), ") unless, at the time of and after giving effect to such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests 's or any of its Restricted Subsidiaries' Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any the direct or indirect holders of the Company’s Equity Interests 's or any of its Restricted Subsidiaries' Capital Stock in their capacity as such (other than dividends or distributions (a) payable in Equity Interests Capital Stock (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company), (cii) purchase, redeem, retire or otherwise acquire for value any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary Capital Stock of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such held by Persons other than the Company or another Restricted Subsidiary); , (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) other than the purchase purchase, repurchase, redemption or other acquisition of such subordinated Indebtedness made Subordinated Obligations in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all such payments and other actions set forth in these clauses (i1) through (iv4) above being collectively referred to as “"Restricted Payments”"), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:: (A) a Default shall have occurred and be continuing (or would result therefrom); (B) the Company could not incur at least an additional $1.00 of Indebtedness under paragraph (a) of the covenant contained in Section 1010; or (C) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Company's Board of Directors, whose determination shall be conclusive and evidenced by a resolution of the Company's Board of Directors) declared or made subsequent to the date of this Indenture would exceed the sum of: (1) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the most recent fiscal quarter ended prior to the date of this Indenture to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which consolidated financial statements of the Company are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (2) 100% of the aggregate Net Cash Proceeds received by the Company since the date of this Indenture as a contribution to its common equity capital or from the issue or sale of Capital Stock of the Company (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of the Company that have been converted into or exchanged for such Capital Stock (other than Capital Stock (or Disqualified Stock or debt securities) sold to a Restricted Subsidiary of the Company); and (3) in the case of the disposition or repayment of any Investment constituting a Permitted Investment (without duplication of any amount deducted in calculating the amount of Investments at any time outstanding included in the amount of Restricted Payments), an amount equal to the lesser of (x) the return of capital or similar repayment with respect to such Investment and (y) the initial amount of such Investment, in either case, less the cost of the disposition of such Investment.

Limitation on Restricted Payments. The Company (a) On or prior to the Initial Maturity Date, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyBorrower) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Companyor in options, (b) payable in warrants or rights to purchase such Capital Stock and except dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company Borrower or any Restricted Subsidiary of the Company or to all (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, its other holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); , (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company Borrower or any Restricted Subsidiary of held by Persons other than the CompanyBorrower or another Subsidiary, in any case other than in exchange for its Capital Stock (bother than Disqualified Stock) any Equity Interests then being issued by or to the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, extent that after giving effect to such Investmentpurchase, is a redemption, retirement or other acquisition, such Restricted Subsidiary of the Company or (d) any purchasewould become a Wholly-Owned Subsidiary, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect topurchase, or purchaserepurchase, redeem, repayprepay interest, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligation (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligation purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a 62 57 Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”Payment"); provided, unlesshowever, at that the time Borrower or any Restricted Subsidiary may make Restricted Payments so long as no Default or Event of Default has occurred and is continuing or would be continuing after giving effect to such Restricted Payment:Payment in respect of (A) the repurchase of Capital Stock of the Borrower or any Subsidiary from an employee of the Borrower or any Subsidiary or their assigns, estates or heirs upon the death, retirement or termination of such employee, (B) payments to permit the Borrower to purchase its Capital Stock in order to fulfill the Borrower's and/or its Restricted Subsidiaries' obligations under any employee stock purchase plan, (C) loans or advances to employees of the Borrower or any Subsidiary made in the ordinary course of business and (D) dividends in respect of (1) the Borrower's preferred stock at the stated rate, (2) the Borrower's common stock at a rate not exceeding $.48 per share per year, as adjusted for stock splits and similar events and (3) Take-Out Financing to the extent the proceeds thereof are actually applied to the prepayment of Senior Credit Facility Loans or Loans under this Agreement and the related commitments are terminated; provided, further, that (i) the aggregate amount of Restricted Payments permitted in clauses (A), (B) and (C) above (such Restricted Payments, "Permitted Employee Payments"), shall not exceed $15,000,000 in the aggregate at any time (giving effect to any repayments); provided, however, that Permitted Employee Payments shall be included in the calculation of the amount of Restricted Payments made pursuant to Section 6.2(b) and (ii) the Restricted Payments permitted by clause (D) shall be included in the calculation of the amount of Restricted Payments made pursuant to clause 6.2(b).

Limitation on Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i1) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection or with any merger or consolidation involving the Company) or respect to any direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock (other than (x) dividends or distributions (a) payable solely in Equity Interests shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock and (y) pro rata dividends or distributions on Common Stock of Restricted Subsidiaries (other than Subsidiary Guarantors) held by minority stockholders) held by Persons other than the Company or any of its Restricted Subsidiaries, (2) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of (A) the Company or any Subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Person other than the Company or a Subsidiary Guarantor or (B) a Restricted Subsidiary other than a Subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Affiliate of the Company (other than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such holder) of 5% or more of the Capital Stock of the Company, (b3) payable in Capital Stock make any voluntary or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Companyoptional principal payment, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company voluntary or any Restricted Subsidiary of the Companyoptional redemption, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Companyrepurchase, (c) any Investment in a Person thatdefeasance, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire retirement for value, any of Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Indebtedness of a Subsidiary Guarantor that is subordinated in right of payment to a Note Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv4) make any Restricted Investment Investment, other than a Permitted Investment, in any Person (all such payments and or any other actions set forth described in clauses (i1) through (iv4) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:collectively

Limitation on Restricted Payments. The Company shall notNo Indenture Obligor will, and shall not nor will it cause, permit or suffer any of its Restricted Obligor Subsidiaries to, directly or indirectly, (ia) declare or pay any dividend dividends or make any other payment distributions (including through mergers, liquidations or distribution other transactions but excluding, for the avoidance of doubt, the issuance of New Common Stock pursuant to the Plan of Reorganization) on account any class of the Company’s Equity Interests (including, without limitation, Capital Stock of any payment in connection with any merger Indenture Obligor or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such its Obligor Subsidiaries (other than dividends or distributions (a) payable to PCI or by a Wholly-Owned Subsidiary of PCI or of the Company on account of its Capital Stock held by PCI or the Company or another Subsidiary of PCI or the Company or payable or paid in Equity Interests (shares of Capital Stock of the Company other than Disqualified Stock) of the Companypreferred stock or redeemable stock), (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or make any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary payment on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Companyaccount of, or any Equity Interests of any of its Restricted Subsidiaries (set apart money for a sinking or other than (a) any such Equity Interests owned by analogous fund for, the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders retirement of such Capital Stock, (c) purchase, defease, redeem or otherwise retire any Subordinated Indebtedness (other than with the proceeds of the issuance of Capital Stock of PCI which is permitted to be issued pursuant to the terms of this Indenture), or (d) make any Investment, either directly or indirectly, whether in cash or property or in obligations of any Indenture Obligor or its Obligor Subsidiaries (all of the foregoing being called "Restricted SubsidiaryPayments"); . Notwithstanding the 101 foregoing, any Obligor may make (i) Permitted Issuances, (ii) Restricted Payments made pursuant to the Transaction Documents, and (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:Permitted Investments.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) payable in Capital Stock and except dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any another Restricted Subsidiary of (and, if such Restricted Subsidiary 64 56 has shareholders other than the Company or other Restricted Subsidiaries, to all holders of Capital Stock of a Restricted Subsidiary its other shareholders on a pro rata basis); (ii) purchase, redeem basis or otherwise acquire or retire for value (including, without limitation, on a basis that results in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued receipt by the Company or a Restricted Subsidiary of the Companydividends or distributions of equal or greater value); (ii) purchase, (c) redeem, retire or otherwise acquire for value any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary Capital Stock of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such held by Persons other than the Company or another Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition); or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement, Investment or payment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i1) declare or pay any dividend or make any distribution (whether made in cash, securities or other payment property) on or distribution on account in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except: (other than A) dividends or distributions (a) payable in Equity Interests Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company, ; and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis); (ii2) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary direct or indirect parent of the Company, (b) any Equity Interests then being issued Company held by Persons other than the Company or a Restricted Subsidiary of the Company, (c) any Investment other than in a Person that, after giving effect to such Investment, is a Restricted Subsidiary exchange for Capital Stock of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock)); (iii3) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations or Guarantor Subordinated Obligations (other than the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement); or (4) make any Restricted Investment in any Person; (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) of this Section 3.5(a) shall be referred to herein as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (a) a Default shall have occurred and be continuing (or would result therefrom); or (b) (A) with respect to a Restricted Payment by the Company, the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.3(a) after giving effect, on a pro forma basis, to such Restricted Payment (it being understood that for purposes of calculating the additional Indebtedness for this purpose only, any of the Company's non-cash interest expense and amortization of original issue discount in respect of the Securities shall be excluded); or (B) with respect to a Restricted Payment by Nebraska Book or any Restricted Subsidiary that is a Guarantor of the Senior Subordinated Notes, Nebraska Book and any Restricted Subsidiary of Nebraska Book that is a Guarantor of the Senior Subordinated Notes, is not able to incur an additional $1.00 of Indebtedness pursuant to the first paragraph under Section 3.3 after giving effect, on a pro forma basis, to such Restricted Payment; or (c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would exceed the sum of: (i) 50% of Consolidated Net Income (it being understood that for purposes of calculating Consolidated Net Income pursuant to this clause (c)(i) only, any of the Company's non-cash interest expense and amortization of original issue discount in respect of the Securities shall be excluded) for the period (treated as one accounting period) from the first day of the quarter in which the Issue Date occurs to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment for which financial statements are in existence (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); (ii) 100% of the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than Net Cash Proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan, option plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); (iii) the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any Guarantor that is subordinated in right cash, or the fair market value of payment any other property, distributed by the Company upon such conversion or exchange); and (iv) the amount equal to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among net reduction in Restricted Investments made by the Company and or any of its Restricted SubsidiariesSubsidiaries in any Person resulting from: (A) repurchases or redemptions of such Restricted Investments by such Person, (b) a regularly scheduled payment proceeds realized upon the sale of interest such Restricted Investment to an unaffiliated purchaser, repayments of loans or principal or sinking fund payment or (c) the purchase advances or other acquisition transfers of assets (including by way of dividend or distribution) by such subordinated Indebtedness made in anticipation of satisfying Person to the Company or any sinking fund payment due within one year from the date of acquisitionRestricted Subsidiary; or (ivB) make the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investment") not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Investment (all Subsidiary in such payments and other actions set forth Unrestricted Subsidiary, which amount in clauses (i) through each case under this clause (iv) above being collectively referred to as “was included in the calculation of the amount of Restricted Payments”); provided, unlesshowever, at that no amount will be included under this clause (iv) to the time of and after giving effect to such Restricted Payment:extent it is already included in Consolidated Net Income.

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s 's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than (1) dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c2) payable to the Company dividends or any distributions by a Restricted Subsidiary of the Company Company, provided that to the extent that a portion of such dividend or distribution is paid to all holders a holder of Capital Stock Equity Interests of a Restricted Subsidiary on other than the Company or a Restricted Subsidiary, such portion of such dividend or distribution is not greater than such holder's pro rata basisaggregate common equity interest in such Restricted Subsidiary)); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, Company or any Equity Interests Restricted Subsidiary or other Affiliate of any of its Restricted Subsidiaries the Company (other than (a) any such Equity Interests owned by the Company or any Wholly Owned Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease redeem or otherwise acquire or retire for value, value any Indebtedness of the Company or any Guarantor Restricted Subsidiary that is subordinated in right of payment payment, by its terms, to the Notes or any Subsidiary Guarantee thereof, excluding (a) any intercompany Indebtedness between or among thereof prior to the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal final maturity or sinking fund payment or (c) dates for payment of principal and interest in accordance with the purchase or other acquisition of original documentation for such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisitionIndebtedness; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:all

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, : (i1) declare or pay any dividend on, or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, including any payment in connection with any merger or consolidation involving derived from assets of the CompanyCompany or any 44 Restricted Subsidiary) in respect of its Capital Stock or to any direct or indirect the holders of the Company’s Equity Interests thereof in their capacity as such holders of Capital Stock, other than: (other than i) any dividends or distributions (a) by the Company payable solely in Equity Interests shares of its Capital Stock (other than Disqualified Capital Stock) of the Companyor in options, (b) payable in warrants or other rights to acquire its Capital Stock (other than Disqualified Capital Stock), and (ii) in the case of a Restricted Subsidiary, dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary or, in the case of dividends or distributions made by a Restricted Subsidiary that is not wholly owned, dividends or distributions made on a pro rata basisbasis (or on a basis more favorable to the Company); (ii2) purchase, redeem or otherwise acquire or retire for value any Capital Stock of the Company or any parent thereof, other than in exchange for Capital Stock (including, without limitation, in connection with any merger or consolidation involving the Companyother than Disqualified Capital Stock) any Equity Interests of the Company; (3) make any Investment in any Person, other than a Permitted Investment; and (4) redeem, repurchase, defease, prepay or otherwise acquire or retire for value, prior to any Equity Interests of scheduled maturity, repayment or sinking fund payment, any of its Restricted Subsidiaries Subordinated Debt (other than (a) any such Equity Interests owned Debt owed by the Company or any Restricted Subsidiary of the Company to another Restricted Subsidiary of the Company or the Company, or any such payment on Debt due within one year of any scheduled maturity, repayment or sinking fund payment date) (beach of clauses (1) any Equity Interests then through (4) of this Section 4.7 being issued a “Restricted Payment”) unless: (i) no Event of Default, or an event that with the passing of time or the giving of notice, or both, would constitute an Event of Default, has occurred and is continuing or would result from such Restricted Payment; (ii) after giving pro forma effect to such Restricted Payment as if such Restricted Payment had been made at the beginning of the applicable four-fiscal-quarter period, the Company could Incur at least $1.00 of additional Debt pursuant to Section 4.9(a); and (iii) upon giving effect to such Restricted Payment, the aggregate of all Restricted Payments declared or made subsequent to the Issue Date (other than pursuant to clauses (2), (3), (5), (7), (8), (9) and (10) of Section 4.7(b)) does not exceed the sum of (the amount of such sum, the “Available Amount”): (1) 50% of cumulative Consolidated Net Income (or, in the case Consolidated Net Income shall be negative, less 100% of such deficit) of the Company since the beginning of the fiscal quarter in which the Issue Date occurs through the last day of the last full fiscal quarter ending immediately preceding the date of such Restricted Payment for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available (taken as a single accounting period); plus (2) (i) 100% of the aggregate net cash proceeds, and the Fair Market Value of property other than cash, in each case received by the Company or a Restricted Subsidiary after the Issue Date from contributions of capital or the issuance and sale (other than to a Subsidiary of the Company, ) of Capital Stock (cother than Disqualified Capital Stock) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right options, warrants or other rights to acquire Capital Stock (other than Disqualified Capital Stock) of payment to the Notes Company, or any Guarantee thereofnet payment received by the Company in connection with the termination or settlement of options relating to its Capital Stock, excluding provided that (aA) any intercompany Indebtedness between or among such net proceeds received by the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:an

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (a) (i) declare Declare or pay any dividend or make any other payment distribution on, or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Companyvalue, or any Equity Interests of make or permit any of its Restricted Subsidiaries (to declare or pay any dividend or make any distribution on or payment on account of the purchase, redemption, defeasance or other than (a) acquisition or retirement for value of, any such Equity Interests owned by Capital Stock of the Company or of any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company (other than Capital Stock of a Subsidiary which Capital Stock is owned by the Company, a Wholly-Owned Subsidiary or a Subsidiary Guarantor), other than through the issuance solely of the Company's own Capital Stock (d) any purchaseother than Redeemable Stock), redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iiiii) make any principal payment on or with respect toon, or purchase, redeem, repayrepurchase or defease, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and permit any of its Restricted SubsidiariesSubsidiaries to, (b) a regularly directly or indirectly, make any principal payment on, or redeem, repurchase or defease, or otherwise acquire or retire for value, prior to any scheduled payment of interest or principal or payment, scheduled sinking fund payment or scheduled maturity, any Indebtedness or Guarantee Obligations which are subordinated to the Obligations (cor, if applicable, any guarantee thereof) the purchase (other than as permitted by subsection 7.11), (iii) make, or other acquisition permit any of such subordinated Indebtedness made in anticipation of satisfying its Subsidiaries to make, any sinking fund payment due within one year from the date of acquisition; Restricted Investment or (iv) make any Restricted Investment or commit to make Capital Expenditures pursuant to clause (all b)(ii) of subsection 7.9 (such payments and or any other actions set forth described in clauses (i), (ii), (iii) through and (iv) above being are collectively referred to as “"Restricted Payments”), unless, ") unless at the time of and after giving effect to such the proposed Restricted Payment:, (A) no Default or Event of Default (including, without limitation, any Default or Event of Default under subsection 7.1(c)) shall have occurred and be continuing; and (B) the aggregate amount of all Restricted Payments made after the Original Closing Date of this Agreement shall not exceed the sum of (1) the aggregate Net Cash Proceeds received by the Company or Subsidiary Guarantors from the issuance or sale (other than to a Subsidiary or an ESOP) after the Original Closing Date of shares of its Capital Stock, plus (2) the aggregate net proceeds received by the Company or Subsidiary Guarantors from the issuance or sale (other than to a Subsidiary or an ESOP) after January 1, 1999 of any debt securities or Redeemable Stock that have been converted into or exchanged for Capital Stock (excluding Redeemable Stock) of the Company, plus (3) Qualifying ESOP Purchases, plus (4) proceeds from the disposition of Restricted Investments, plus (5) the lesser of (X) 50% of the Consolidated Adjusted Net Income (or, in the case of a deficit Consolidated Adjusted Net Income, minus 100% of such deficit) of the Company accrued on a cumulative basis for the period commencing on January 1, 1999 to the last day of the fiscal quarter immediately preceding the date of the proposed Restricted Payment and (Y) 50% of the Consolidated Cash Flow (or, in the case of a deficit Consolidated Cash Flow, minus 100% of such deficit Consolidated Cash Flow) of the Company accrued on a cumulative basis for the period commencing on January 1, 1999 to the last day of the fiscal quarter immediately preceding the date of the proposed Restricted Payment plus (6) $50,000,000. For purposes of this subsection 7.8, the "net proceeds" from the issuance of shares of Capital Stock of the Company issued upon conversion or exchange of debt securities or Redeemable Stock shall be deemed to be the net book value of such debt securities or Redeemable Stock at the date of conversion (plus the additional amount required to be paid upon such conversion, if any) less any cash payment made by the Company on account of fractional shares. For purposes of this paragraph, the "net book value" of a security shall be the amount received by the Company on the issuance of such security, as adjusted in accordance with GAAP on the books of the Company to the date of conversion or exchange. The foregoing shall not be interpreted to limit the authority of the Board of Directors of the Company, as set forth above, to determine the value of other securities of the Company or other property received as net proceeds.

Limitation on Restricted Payments. The Company shall (c) Hanover will not, and shall will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyHanover or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than A) dividends or distributions (a) payable in Equity Interests Capital Stock of Hanover (other than Disqualified Stock) of the Companyor in options, warrants or other rights to purchase such Capital Stock; and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company Hanover or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis); (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, Hanover or any Equity Interests direct or indirect parent of any of its Restricted Subsidiaries (Hanover held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company Hanover or a Restricted Subsidiary of the Company, Hanover (c) any Investment other than in a Person that, after giving effect to such Investment, is a Restricted Subsidiary exchange for Capital Stock of the Company or Hanover (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock)); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment payment, any Subordinated Obligations or Guarantor Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of purchase, repurchase or acquisition); or (iv) make any Restricted Investment in any Person; (all any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Restricted Investment referred to in clauses (i) through (iv) above being collectively shall be referred to herein as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to Hanover or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests 's or any Restricted Subsidiary's Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock another Restricted Subsidiary, other than the making of a Restricted Subsidiary on a pro rata basis); Permitted Investment, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Indebtedness (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Subordinated Indebtedness made purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ), or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment described in and other actions set forth in not excluded from clauses (i) through (iv) above of this Section 4.04(a) being collectively herein referred to as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company --------------------------------- shall not, and shall not permit any of its Restricted Subsidiaries to, to directly or indirectly, indirectly (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock (other than except dividends or distributions (a) payable solely in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in its Non-Convertible Capital Stock or assets of an Unrestricted Subsidiary of the Company in options, warrants or (c) other rights to purchase its Non- Convertible Capital Stock and except dividends or distributions payable to the Company or any of its Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basisSubsidiaries); , (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or Company from any Equity Interests stockholder of any of its Restricted Subsidiaries the Company (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) other than any purchase, redemption or other acquisition of other Equity Interests Mezzanine Shares and/or Mezzanine Warrants made by in connection with a Restricted Subsidiary on a pro rata basis from all shareholders prepayment of such Restricted Subsidiary); Notes pursuant to Section 3.5, (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; , and other than the mandatory purchase, repurchase, redemption or acquisition of Subordinate Obligations), or (iv) make any Investment in any Affiliate of the Company, other than any of its Restricted Investment Subsidiaries (all after giving effect to such payments Investment) and other actions set forth than in clauses any directors, officers or employees of the Company or any of its Restricted Subsidiaries (i) through (iv) above any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to such Restricted Payment (the amount of any such Restricted Payment:, if other than cash, as determined by the Board of Directors of the entity making such Restricted Payment, whose determination shall be conclusive and evidenced by a Board Resolution):

Limitation on Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection or with any merger or consolidation involving the Company) or respect to any direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock (other than (x) dividends or distributions (a) payable solely in Equity Interests shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock and (y) pro rata dividends or distributions on Common Stock of Restricted Subsidiaries (other than Subsidiary Guarantors) held by minority stockholders) held by Persons other than the Company or any of its Restricted Subsidiaries, (ii) purchase, call for redemption or redeem, retire or otherwise acquire for value any shares of Capital Stock of (A) the Company or a Subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Person or (B) a Restricted Subsidiary other than a Subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Affiliate of the Company (other than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such holder) of 5% or more of the Capital Stock of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on voluntary or with respect tooptional principal payment, or purchasevoluntary or optional redemption, redeemrepurchase, repaydefeasance, defease or otherwise acquire other acquisition or retire retirement for value, any of Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Indebtedness of a Subsidiary Guarantor that is subordinated in right of payment to a Note Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment Investment, other than a Permitted Investment, in any Person (all such payments and or any other actions set forth described in clauses (i) through (iv) above being collectively referred to as “"Restricted Payments”), unless") if, at the time of of, and after giving effect to such to, the proposed Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any distribution (whether made in cash, securities or other payment property) on or distribution on account in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable in Equity Interests Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company and except dividends or distributions payable to the Company, (b) payable in Capital Stock or assets of an Unrestricted another Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders each other owner of Capital Stock of a Restricted such Subsidiary based on a pro rata basis); their relative ownership interests of the relevant class of Capital Stock, (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary direct or indirect parent of the Company, (b) any Equity Interests then being issued Company held by Persons other than the Company or a Restricted Subsidiary of the Company, (c) any Investment other than in a Person that, after giving effect to such Investment, is a Restricted Subsidiary exchange for Capital Stock of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock)); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations or Guarantor Subordinated Obligations (other than (x) Indebtedness of the Company owing to and held by any Subsidiary Guarantor or Indebtedness of a Subsidiary Guarantor owing to and held by the Company or any other Subsidiary Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (apermitted under Section 6.1(a)(iii) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (cy) the purchase purchase, repurchase, redemption, defeasance or other acquisition or retirement of such subordinated Indebtedness made Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; purchase, repurchase, redemption, defeasance or other acquisition or retirement), or (iv) make any Restricted Investment in any Person (all any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Restricted Investment referred to in clauses (i) through (iv) above being collectively herein referred to as a “Restricted PaymentsPayment”), unless, at the time of and after giving effect to such Restricted Payment:.

Limitation on Restricted Payments. (a) The Company --------------------------------- shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in - respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any such payment in connection with any merger or consolidation involving to which the CompanyCompany is a party) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than x) dividends or - distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (by) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any - Restricted Subsidiary (and, in the case of the Company any such Restricted Subsidiary making such dividend or distribution, to all other holders of its Capital Stock of a Restricted Subsidiary on no more than a pro rata basis, measured by value); , (ii) purchase, redeem redeem, retire or --- ---- -- otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (Company held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the CompanySubsidiary, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, repurchase, --- redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) the purchase other than a purchase, redemption, defeasance or other acquisition of such subordinated Indebtedness made or retirement for value in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; such acquisition or retirement) or (iv) make any Restricted Investment -- (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition or retirement or Investment being collectively herein referred to as “a "Restricted Payments”Payment"), unless, if ------------------ at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (ia)(i) declare Declare or pay any dividend or make any other payment distribution on, or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Companyvalue, or any Equity Interests of make or permit any of its Restricted Subsidiaries (to declare or pay any dividend or make any distribution on or payment on account of the purchase, redemption, defeasance or other than (a) acquisition or retirement for value of, any such Equity Interests owned by Capital Stock of the Company or of any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company (other than Capital Stock of a Subsidiary which Capital Stock is owned by the Company, a Wholly-Owned Subsidiary or a Subsidiary Guarantor), other than through the issuance solely of the Company's own Capital Stock (d) any purchaseother than Redeemable Stock), redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iiiii) make any principal payment on or with respect toon, or purchase, redeem, repayrepurchase or defease, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and permit any of its Restricted SubsidiariesSubsidiaries to, (b) a regularly directly or indirectly, make any principal payment on, or redeem, repurchase or defease, or otherwise acquire or retire for value, prior to any scheduled payment of interest or principal or payment, scheduled sinking fund payment or scheduled maturity, any Indebtedness or Guarantee Obligations which are subordinated to the Obligations (cor, if applicable, any guarantee thereof) the purchase (other than as permitted by subsection 7.11), (iii) make, or other acquisition permit any of such subordinated Indebtedness made in anticipation of satisfying its Subsidiaries to make, any sinking fund payment due within one year from the date of acquisition; Restricted Investment or (iv) make any Restricted Investment or commit to make Capital Expenditures pursuant to clause (all b)(ii) of subsection 7.9 (such payments and or any other actions set forth described in clauses (i), (ii), (iii) through and (iv) above being are collectively referred to as “"Restricted Payments”), unless, ") unless at the time of and after giving effect to such the proposed Restricted Payment:, (A) no Default or Event of Default (including, without limitation, any Default or Event of Default under subsection 7.1(c)) shall have occurred and be continuing; and (B) the aggregate amount of all Restricted Payments made after the date of this Agreement shall not exceed the sum of (1) the aggregate Net Cash Proceeds received by the Company or Subsidiary Guarantors from the issuance or sale (other than to a Subsidiary or an ESOP) after the Closing Date of shares of its Capital Stock, plus (2) the aggregate net proceeds received by the Company or Subsidiary Guarantors from the issuance or sale (other than to a Subsidiary or an ESOP) after January 1, 1999 of any debt securities or Redeemable Stock that have been converted into or exchanged for Capital Stock (excluding Redeemable Stock) of the Company, plus (3) Qualifying ESOP Purchases, plus (4) proceeds from the disposition of Restricted Investments, plus (5) the lesser of (X) 50% of the Consolidated Adjusted Net Income (or, in the case of a deficit Consolidated Adjusted Net Income, minus 100% of such deficit) of the Company accrued on a cumulative basis for the period commencing on January 1, 1999 to the last day of the fiscal quarter immediately preceding the date of the proposed Restricted Payment and (Y) 50% of the Consolidated Cash Flow (or, in the case of a deficit Consolidated Cash Flow, minus 100% of such deficit Consolidated Cash Flow) of the Company accrued on a cumulative basis for the period commencing on January 1, 1999 to the last day of the fiscal quarter immediately preceding the date of the proposed Restricted Payment plus (6) $50,000,000. For purposes of this subsection 7.8, the "net proceeds" from the issuance of shares of Capital Stock of the Company issued upon conversion or exchange of debt securities or Redeemable Stock shall be deemed to be the net book value of such debt securities or Redeemable Stock at the date of conversion (plus the additional amount required to be paid upon such conversion, if any) less any cash payment made by the Company on account of fractional shares. For purposes of this paragraph, the "net book value" of a security shall be the amount received by the Company on the issuance of such security, as adjusted in accordance with GAAP on the books of the Company to the date of conversion or exchange. The foregoing shall not be interpreted to limit the authority of the Board of Directors of the Company, as set forth above, to determine the value of other securities of the Company or other property received as net proceeds.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary is not wholly owned, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the CompanyWholly Owned Subsidiary, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any sinking fund payment a principal installment or final maturity, in each case due within one year from of the date of acquisition; or ), (iv) pay any principal, cash interest or other amounts with respect to the Xxxx Atlantic Facility (other than for Mexican withholding taxes with respect to interest paid in kind in the form of additional Debentures in an amount not to exceed 15% of the aggregate principal amount of such additional Debentures) or (v) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement, payment or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Fedders Corporation and the Company shall not, and shall not cause or permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account of Fedders Corporation's, the Company’s 's or such Restricted Subsidiary's Capital Stock or other Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Capital Stock or other Equity Interests (other than Disqualified Stock) of Fedders Corporation or the CompanyCompany and dividends or distributions payable by a Restricted Subsidiary, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable Fedders Corporation to the Company or any a Restricted Subsidiary of Subsidiary, the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basisFedders Corporation); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger Capital Stock or consolidation involving the Company) any other Equity Interests of the CompanyFedders Corporation, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary)Subsidiaries; (iii) make any principal payment on or with respect toon, or purchase, defease, redeem, repayprepay, defease decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of Fedders Corporation or the Company or any Guarantor that is subordinated subordinate or junior in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisitionSecurities; or (iv) make any Restricted Investment (all such payments dividends, distributions, purchases, redemptions, acquisitions, retirements, prepayments and other actions set forth in clauses (i) through (iv) above Restricted Investments being collectively referred to as “"Restricted Payments”"), unlessif, at the time of and after giving effect to such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than A) dividends or distributions (a) payable in Equity Interests Capital Stock of the Company (other than Disqualified Stock) of the Companyor in options, warrants or other rights to purchase such Capital Stock; and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis); (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary direct or indirect parent of the Company, (b) any Equity Interests then being issued Company held by Persons other than the Company or a Restricted Subsidiary of the Company, (c) any Investment other than in a Person that, after giving effect to such Investment, is a Restricted Subsidiary exchange for Capital Stock of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock)); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment payment, any Subordinated Obligations or Guarantor Subordinated Obligations (c) other than the purchase purchase, repurchase, redemption, defeasance or other acquisition or retirement of such subordinated Indebtedness made Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisitionpurchase, repurchase, redemption, defeasance or other acquisition or retirement); or (iv) make any Restricted Investment in any Person; (all any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Restricted Investment referred to in clauses (i) through (iv) above being collectively shall be referred to herein as a “Restricted PaymentsPayment”), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend dividend, make any distribution on or in respect of its Capital Stock or make any other similar payment or distribution on account of the Company’s Equity Interests (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect the holders of the Company’s Equity Interests in their capacity as such its Capital Stock except (other than 1) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (b2) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company Holdings or any another Restricted Subsidiary of the Company or to all holders of Capital Stock of a (and, if such Restricted Subsidiary has shareholders other than Holdings or other Restricted Subsidiaries, to its other shareholders on a pro rata basis); , (ii) purchase, repurchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company Holdings or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued held by the Company Persons other than Holdings or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such another Restricted Subsidiary); , (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; acquisition or payment) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Investment referred to in clauses (i) through (iv) above of this Section 4.04(a) being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to Holdings or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s 's or such Restricted Subsidiary's Capital Stock or other Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Capital Stock or other Equity Interests (other than Disqualified Stock) of the Company and/or any Restricted Subsidiary and dividends or distributions payable by a Restricted Subsidiary to a Restricted Subsidiary or to the Company, (b) payable in Capital Stock or assets of an Unrestricted and if such Restricted Subsidiary of has shareholders other than the Company or (c) payable other Restricted Subsidiaries, to the Company or any Restricted Subsidiary other shareholders of the Company or to all holders of Capital Stock of a such Restricted Subsidiary on a pro rata basisbasis or on a basis that results in the receipt by the Company or other Restricted Subsidiaries of dividends or distributions of equal or greater value); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger Capital Stock or consolidation involving the Company) any other Equity Interests of the Company, Company or any Equity Interests of any of its Restricted Subsidiaries (held by persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Subordinated Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) whether any such Subordinated Indebtedness is outstanding on, or issued after, the Issue Date, except a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase payment, purchase, redemption, defeasance or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; (iv) make any payment under the Morningside Management Agreement or any amendment thereto; or (ivv) make any Restricted Investment (all such payments dividends, distributions, purchases, redemptions, acquisitions, retirements, prepayments and other actions set forth in clauses (i) through (iv) above Restricted Investments being collectively referred to as “"Restricted ---------- Payments”"), unlessif, at the time of and after giving effect to such Restricted Payment:: --------

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has stockholders other than the Company or other Restricted Subsidiaries, to its other stockholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on a pro rata basis); Subsidiary, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, (i) to: declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests or any Restricted Subsidiary’s Capital Stock (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except: dividends or distributions (a) payable in Equity Interests Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company, (b) payable in Capital Stock ; and dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any a Restricted Subsidiary (and, in the case of any such Restricted Subsidiary making such dividend or distribution, to holders of its Capital Stock other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on no more than a pro rata basis); (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (Company held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any Subsidiary; purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (aother than (i) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiariessuch purchase, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase repurchase, redemption, defeasance or other acquisition of such subordinated Indebtedness made or retirement in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case, due within one year from of the date of acquisitionpurchase, repurchase, redemption, defeasance or other acquisition or retirement and (ii) any Indebtedness Incurred pursuant to Section 3.2(b)(3)); or (iv) make any Restricted Investment; (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment (all such payments and other actions set forth referred to in clauses (i1) through (iv4) above being collectively are referred to herein as a “Restricted PaymentsPayment”), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend on or make any other distribution or payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) its Capital Stock or to any direct or indirect holders of the Company’s Equity Interests its stockholders (in their capacity as such stockholders) (other than dividends or distributions (a) payable solely in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in its Qualified Capital Stock and, in the case of a Restricted Subsidiary, dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basisWholly Owned Subsidiary); , (ii) purchase, redeem or otherwise acquire or retire for value value, any shares of Capital Stock of the Company (including, without limitationexcept, in connection with any merger or consolidation involving the case of a Restricted Subsidiary, from the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by than a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Wholly Owned Subsidiary); , (iii) acquire, retire or redeem any Indebtedness of or otherwise make any payment on Investment in any Affiliate of the Company (other than a Wholly Owned Subsidiary) or with respect to, or (iv) purchase, redeem, repay, defease redeem or otherwise acquire or retire for value, prior to any scheduled maturity, scheduled repayment or scheduled sinking fund or mandatory redemption payment, Indebtedness of the Company or of any Guarantor Affiliate of the Company that is subordinated (whether pursuant to its terms or by operation of law) in right of payment to the Notes and which is scheduled to mature (after giving effect to any and all unconditional (other than as to the giving of notice) options to extend the maturity thereof) on or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among after the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the maturity date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”)the Notes, unless, if at the time of any such declaration, distribution, payment, purchase, redemption, acquisition or retirement (collectively, the "Restricted Payments") and after giving effect to thereto (including, without limitation, in calculating on a pro forma basis, as if such proposed Restricted Payment:Payment had been made, the Consolidated Fixed Charge Coverage Ratio of the Company for purposes of clause (y) below):

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, : (i) declare or pay any dividend dividend, or make any other payment distribution, of any kind or distribution on account character (whether in cash, property or securities) in respect of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary or to the Holders thereof in their capacity as such, excluding: (x) any dividends or distributions to the extent payable in shares of the Capital Stock of the Company (other than Redeemable Interests) or in options, warrants or other rights to all holders of acquire the Capital Stock of the Company (other than Redeemable Interests), (y) dividends or distributions by a Restricted Subsidiary on a to the Company or another Wholly-Owned Restricted Subsidiary, and (z) the payment of pro rata basisdividends by a Restricted Subsidiary to Holders of both minority and majority interests in such Restricted Subsidiary); (ii) purchase, redeem or otherwise acquire or retire for value value: (including, without limitation, in connection with any merger or consolidation involving the Companya) any Equity Interests Capital Stock of the Company or any Capital Stock of or other ownership interests in any Subsidiary or any Affiliate or Related Person of the Company, or (b) any Equity Interests options, warrants or rights to purchase or acquire shares of Capital Stock of the Company or any Capital Stock of or other ownership interests in any Subsidiary or any Affiliate or Related Person of the Company (excluding, in each case of (a) and (b), the purchase, redemption, acquisition or retirement by any Restricted Subsidiary of any of its Restricted Subsidiaries (Capital Stock, other than (a) any ownership interests or options, warrants or rights to purchase such Equity Interests Capital Stock or other ownership interests, in each case, owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Wholly-Owned Restricted Subsidiary); (iii) make any payment on Investment that is not a Permitted Investment; or with respect to, or purchase, (iv) redeem, repaydefease, defease repurchase, retire or otherwise acquire or retire for valuevalue prior to any scheduled maturity, any Indebtedness repayment or sinking fund payment, Debt of the Company or any Guarantor that is subordinated subordinate in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among each of the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth transactions described in clauses (i) through (iv) above being collectively referred to as “a "Restricted Payments”Payment"), unless, at the time of and after giving effect to such Restricted Paymentif:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests 's or any Restricted Subsidiary's Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock another Restricted Subsidiary, other than the making of a Restricted Subsidiary on a pro rata basis); Permitted Investment, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Indebtedness (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Subordinated Indebtedness made purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; or ), (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person or (v) make or pay any interest or other distribution on the Junior Subordinated Note except interest or other distributions payable solely in Capital Stock (other than Disqualified Stock) or additional Junior Subordinated Note (any such payments dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment described in and other actions set forth in not excluded from clauses (i) through (ivv) above being collectively herein referred to as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company Borrower shall not, and nor shall not permit any of its Restricted Subsidiaries to, directly or indirectly, (iw) declare or pay any dividend or make any other payment having the effect thereof or any distribution on account of the Company’s Borrower’s, or any Restricted Subsidiary’s, Equity Interests (includingInterests, without limitation, including any payment dividend or distribution payable in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (consolidation, other than (A) dividends or distributions (a) by the Borrower payable solely in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company Borrower or (cB) payable to the Company dividends or any Restricted Subsidiary of the Company or to all holders of Capital Stock of distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, the Borrower or a Restricted Subsidiary receives at least its pro rata basis); share of such dividend or distribution in accordance with its Equity Interests in such class or series of securities, (iix) purchase, redeem redeem, defease or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, Borrower or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the direct or indirect parentParent Company or any Restricted Subsidiary of the CompanyBorrower, including in connection with any merger, amalgamation or consolidation, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iiiy) make any principal payment on or with respect toon, or purchase, redeem, repayrepurchase, defease or otherwise acquire or retire for value, in each case prior to any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereofscheduled repayment, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or maturity, any Subordinated Indebtedness, other than: (cA) Indebtedness permitted under Section 7.03(b)(vii) or (viii), except to the extent prohibited by the subordination provisions contained in any Intercompany Note or (B) the purchase purchase, repurchase or other acquisition of such subordinated Subordinated Indebtedness made purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of purchase, repurchase or acquisition; , or (ivz) make any Restricted Investment (all such payments and other actions set forth in clauses (iw) through (ivz) above being collectively referred to as “Restricted Payments”), unless, unless at the time of and after giving effect to such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to: (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except: (other than A) dividends or distributions (a) payable in Equity Interests Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company, ; and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis); (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary direct or indirect parent of the Company, (b) any Equity Interests then being issued Company held by Persons other than the Company or a Restricted Subsidiary of the Company, Company (c) any Investment other than in a Person that, after giving effect to such Investment, is a Restricted Subsidiary exchange for Capital Stock of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock)); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment payment, any Subordinated Obligations or Guarantor Subordinated Obligations (c) other than the purchase purchase, repurchase, redemption, defeasance or other acquisition or retirement of such subordinated Indebtedness made Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisitionpurchase, repurchase, redemption, defeasance or other acquisition or retirement); or (iv) make any Restricted Investment in any Person; (all any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Restricted Investment referred to in clauses (i) through (iv) above being collectively shall be referred to herein as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i1) declare or pay any dividend or make any distribution (whether made in cash, securities or other payment property) on or distribution on account in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except: (other than A) dividends or distributions (a) payable in Equity Interests Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company, ; and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis); (ii2) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary direct or indirect parent of the Company, (b) any Equity Interests then being issued Company held by Persons other than the Company or a Restricted Subsidiary of the Company, (c) any Investment other than in a Person that, after giving effect to such Investment, is a Restricted Subsidiary exchange for Capital Stock of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock)); (iii3) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, Subordinated Obligations or Guarantor Subordinated Obligations (other than the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement); or (4) make any Indebtedness Restricted Investment in any Person; (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) of this Section 3.5(a) shall be referred to herein as a “Restricted Payment”), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (a) a Default shall have occurred and be continuing (or would result therefrom); or (b) the Term Loan Payment Date has not occurred or (c) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Term Loan Payment Date would exceed the sum of (1) the Residual Excess Cash Flow Payment Amount solely for the last Residual Excess Cash Flow Period ended prior to the applicable date of determination, (2) any unused portion of any Residual Excess Cash Flow Payment Amount from any previous Residual Excess Cash Flow Period (for the avoidance of doubt, the Residual Excess Cash Flow Payment Amount may be a negative amount, in which case, such negative amount shall be subtracted from any positive Residual Excess Cash Flow Payment Amount prior to making any Restricted Payments, if any), (3) any Residual Excess Cash Flow Payment Amount arising prior to the Term Loan Payment Date which is not used to pay the Term Loan Obligations (because such amount was in excess of the amount necessary to pay the Term Loan Obligations), (4) Extra Excess Cash Flow and (5) Extra Asset Sale Proceeds. The provisions of Section 3.5(a) shall not prohibit: (1) after the occurrence of the Term Loan Payment Date, any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Capital Stock, Disqualified Stock, Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Capital Stock of the Company (other than Disqualified Stock and other than Capital Stock issued or sold to a Subsidiary or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from or Guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); provided, however, that (a) such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments and (b) the Net Cash Proceeds from such sale of Capital Stock will be excluded from clause (i)(A) of the definition of Excess Cash Flow for purposes of determining any Residual Excess Cash Flow Payment Amount under Section 3.5(a) hereof; (2) (A) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations of the Company or Guarantor Subordinated Obligations of any Subsidiary Guarantor made by exchange for, or out of the proceeds of the substantially concurrent sale of, Subordinated Obligations of the Company or (B) any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Guarantor Subordinated Obligations made by exchange for, or out of the proceeds of the substantially concurrent sale of Guarantor Subordinated Obligations, in each case, is permitted to be Incurred pursuant to Section 3.3 and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments; (3) after the occurrence of the Term Loan Payment Date, any purchase, repurchase, redemption, defeasance or other acquisition or retirement of Disqualified Stock of the Company or a Restricted Subsidiary made by exchange for or out of the proceeds of the substantially concurrent sale of Disqualified Stock of the Company or such Restricted Subsidiary, as the case may be, that, in each case, is permitted to be Incurred pursuant to Section 3.3 and that in each case constitutes Refinancing Indebtedness; provided, however, that such purchase, repurchase, redemption, defeasance, acquisition or retirement will be excluded in subsequent calculations of the amount of Restricted Payments; (4) Intentionally Omitted; (5) dividends paid within 60 days after the date of declaration if at such date of declaration such dividend would have complied with this Section 3.5; provided, however, that such dividends will be included in subsequent calculations of the amount of Restricted Payments; (6) so long as no Default or Event of Default has occurred and is continuing, the Company from: (a) redeeming or repurchasing Capital Stock of the Company held by any existing or former employees or management of the Company or any Guarantor that is subordinated in right Subsidiary of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company or their assigns, estates or heirs, in each case in connection with the repurchase provisions under employee stock option or stock purchase agreements or other agreements to compensate management employees; provided that such redemptions or repurchases pursuant to this Section 3.5(b)(6)(a) will not exceed $4.0 million in the aggregate for all such redemptions and repurchases; provided, however, that the amount of any such repurchase or redemption will be included in subsequent calculations of its the amount of Restricted Subsidiaries, Payments; and (b) a regularly scheduled making loans or advances to employees or directors of the Company or any Subsidiary of the Company the proceeds of which are used to purchase Capital Stock of the Company, in an aggregate amount not in excess of $1.5 million at any one time outstanding; provided, however, that the amount of such loans and advances will be included in subsequent calculations of the amount of Restricted Payments; (7) after the occurrence of the Term Loan Payment Date, so long as no Default or Event of Default has occurred and is continuing, the declaration and payment of interest dividends to holders of any class or principal series of Disqualified Stock of the Company issued in accordance with the terms of this Indenture to the extent such dividends are included in the definition of “Consolidated Interest Expense”; provided that the payment of such dividends will be excluded from the calculation of Restricted Payments; (8) repurchases of Capital Stock deemed to occur upon the exercise of stock options, warrants or sinking fund payment other convertible securities if such Capital Stock represents a portion of the exercise price thereof; provided, however, that such repurchases will be excluded from subsequent calculations of the amount of Restricted Payments; (9) intentionally omitted; (10) so long as no Default or Event of Default shall have occurred and be continuing, payments, in an amount not to exceed $100,000 in the aggregate, to holders of the Company’s Capital Stock in lieu of issuance of fractional shares of its Capital Stock; provided, that such payments will be excluded from subsequent calculations of the amount of Restricted Payments; (c11) the purchase purchase, repurchase, redemption, defeasance or other acquisition or retirement for value of any Subordinated Obligation or Guarantor Subordinated Obligation (i) at a purchase price not greater than 101% of the principal amount of such subordinated Indebtedness Subordinated Obligation or Guarantor Subordinated Obligation in the event of a Non-Steering Committee Change of Control in accordance with provisions similar to Section 3.9 or (ii) at a purchase price not greater than 100% of the principal amount thereof in accordance with provisions similar to Section 3.7; provided that, in each case, prior to or simultaneously with such purchase, repurchase, redemption, defeasance or other acquisition or retirement, the Company has made the Non-Steering Committee Change of Control Offer or Asset Disposition Offer, as applicable, as provided in anticipation Section 3.7 or Section 3.9 with respect to the Securities and has completed the repurchase or redemption of satisfying all Securities validly tendered for payment in connection with such Non-Steering Committee Change of Control Offer or Asset Disposition Offer; (12) after the occurrence of any sinking fund payment due within one year from Term Loan Payment Date, other Restricted Payments in an amount not to exceed $10.0 million; provided that the amount of such Restricted Payments will be included in the calculation of the amount of Restricted Payments; and (13) any Restricted Payment made at or contemporaneously with the Effective Time pursuant to the Plan of Reorganization. The amount of all Restricted Payments (other than cash) shall be the fair market value on the date of acquisition; such Restricted Payment of the asset(s) or (iv) make any securities proposed to be paid, transferred or issued by the Company or such Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to Subsidiary, as “Restricted Payments”)the case may be, unless, at the time of and after giving effect pursuant to such Restricted Payment:. The fair market value of any cash Restricted Payment shall be its face amount and any non-cash Restricted Payment shall be determined conclusively by the Board of Directors of the Company acting in good faith whose resolution with respect thereto shall be delivered to the Trustee, such determination to be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if such fair market value is estimated in good faith by the Board of Directors of the Company to exceed $5.0 million. Not later than the date of making any Restricted Payment, the Company shall deliver to the Trustee an Officers’ Certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this Section 3.5 were computed, together with a copy of any fairness opinion or appraisal required by this Indenture.

Limitation on Restricted Payments. (a) The Company ---------------------------------- shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock or make any similar payment (including, without limitation, including any payment in connection with any merger or consolidation involving the Company or any Subsidiary of the Company) or to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock except (other than A) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any a Restricted Subsidiary of (and, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to all holders of Capital Stock of a Restricted Subsidiary its other shareholders on a pro rata basis); , (ii) purchase, redeem repurchase, redeem, retire or otherwise acquire or retire for value any Capital Stock of (includingA) Parent, without limitation, in connection with any merger Holdings or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (Company held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, or (cB) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary (other than Preferred Stock that is not Voting Stock) held by any Affiliate of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such than Restricted Subsidiary); , (iii) make any payment on or with respect topurchase, or purchaserepurchase, redeem, repayretire, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment any Indebtedness Subordinated Obligations of the Company or any Note Guarantor that is subordinated in right of payment to (other than the Notes or any Guarantee thereofpurchase, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiariesrepurchase, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase redemption, retirement, defeasance or other acquisition for value of such subordinated Indebtedness made Subordinated Obligations acquired in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, payment, purchase, redemption, repurchase, defeasance, retirement or other actions set forth in clauses (i) through (iv) above acquisition or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company shall (a) Holdings and the Borrowers will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, : (i) declare or pay any dividend or make any other payment or distribution on account of the CompanyHoldings’ or any Borrower’s or any Restricted Subsidiary’s Equity Interests (includingInterests, without limitation, including any payment dividend or distribution payable in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than (A) dividends or distributions (a) by Holdings payable in Equity Interests (other than Disqualified Stock) of the CompanyHoldings or in options, (b) payable in Capital Stock warrants or assets of an Unrestricted Subsidiary of the Company other rights to purchase such Equity Interests or (cB) payable to the Company dividends or any Restricted Subsidiary of the Company or to all holders of Capital Stock of distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class or series of securities issued by a Subsidiary other than a Wholly Owned Subsidiary, Holdings, a Borrower or a Restricted Subsidiary receives at least its pro rata basisshare of such dividend or distribution in accordance with its Equity Interests in such class or series of securities); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, value any Indebtedness Equity Interests of the Company Holdings or any Guarantor that is subordinated direct or indirect parent of Holdings, including in right of connection with any merger or consolidation; (iii) make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to the Notes or any Guarantee thereofscheduled repayment, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or maturity, any Subordinated Indebtedness (cother than (x) Indebtedness permitted under clauses (b)(vii) and (b)(viii) of Section 10.3 or (y) the purchase purchase, repurchase or other acquisition of such subordinated Subordinated Indebtedness made purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of purchase, repurchase or acquisition); or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:.

Limitation on Restricted Payments. The Company Borrower shall not, and shall andshall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, indirectly (ix) declare or pay any dividend or make ormake any other payment or distribution on account of the CompanyBorrower’s or any Restricted Subsidiary’s Equity Interests,including any dividend or distribution payable in connection with any merger, amalgamation orconsolidation, other than (A) dividends or distributions by the Borrower payable in Equity Interests(other than Disqualified Stock) of the Borrower or (B) dividends or distributions by a RestrictedSubsidiary so long as, in the case of any dividend or distribution payable on or in respect of any class orseries of securities issued by a Restricted Subsidiary other than a Wholly-Owned Subsidiary, theBorrower or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution inaccordance with its Equity Interests in such class or series of securities, (includingy) purchase, without limitationredeem, defease or-99- otherwise acquire or retire for value any payment Equity Interests of the Borrower or any direct or indirect parentof the Borrower, including in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Companyconsolidation, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iiiz) make any payment on or with respect toprincipalpayment on, or purchase, redeem, repayrepurchase, defease or otherwise acquire or retire for valuevalue in each case, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereofprior toany scheduled repayment, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or maturity, any Junior Indebtedness (c) the purchase other than thepurchase, repurchase or other acquisition of such subordinated Junior Indebtedness made purchased in anticipation of satisfying any sinking asinking fund payment obligation, principal installment or final maturity, in each case due within one year from the date of thedate of purchase, repurchase or acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through x)through (ivz) above being collectively referred to as “Restricted Payments”), unless, other than:(i) Restricted Payments in an amount not to exceed the Applicable Amount;provided that at the time of any such Restricted Payment is made and after giving pro forma effectto such Restricted Payment (x) no Default or Event of Default has occurred and is continuingand (y) the Borrower would be permitted to incur at least $1.00 of Indebtedness pursuant toSection 6.01(a);(ii) the defeasance, redemption, repurchase or other acquisition or retirement ofJunior Indebtedness of the Borrower or a Subsidiary Guarantor made by exchange for, or out ofthe proceeds of the substantially concurrent sale of, Refinancing Indebtedness of such Personthat is incurred in compliance with Section 6.01(b)(xv);(iii) a Restricted Payment to pay for the repurchase, retirement or other acquisitionor retirement for value of Equity Interests in any direct or indirect parent companies of theBorrower held by any future, present or former employee, director, manager or consultant (ortheir respective estates, Controlled Investment Affiliates or Immediate Family Members) of theBorrower, any of its Subsidiaries or any of its direct or indirect parent companies or any otherentity in which the Borrower or a Restricted Subsidiary has an Investment and that is designatedin good faith as an “affiliate” by the Board of Directors of the Borrower (or the compensationcommittee thereof), in each case pursuant to any stockholders’ agreement, any managementequity plan or stock incentive plan or any other management or employee benefit plan oragreement; provided that the aggregate Restricted Payments made under this clause (iii) do notexceed $20.0 million in any fiscal year (with unused amounts in any fiscal year being carriedover to succeeding fiscal years subject to a maximum (without giving effect to the followingproviso) of $30.0 million in any fiscal year; provided, further, that such amount in any fiscalyear may be increased by an amount not to exceed the (A) cash proceeds of key man lifeinsurance policies received by the Borrower and the Restricted Payment:Subsidiaries after the ClosingDate, plus (B) the cash proceeds from the sale of Equity Interests (other than Disqualified Stock)of the Borrower and, to the extent contributed to the Borrower, Equity Interest of any of theBorrower’s direct or indirect parent companies, in each case to members of management,directors, managers or consultants (or their respective estates, Controlled Investment Affiliatesor Immediate Family Members), of the Borrower, any of its Subsidiaries or any of its direct orindirect parent companies that occurs after the Closing Date, to the extent the cash proceedsfrom the sale of such Equity Interests have not otherwise been applied to the incurrence ofIndebtedness in reliance on Section 6.01(b)(xx)(B), the payment of Restricted Payments inreliance on clause (i) of this Section 6.04 or the making of Investments in reliance on clause (q)of the definition of Permitted Investments, less (C) the amount of any Restricted Paymentspreviously made pursuant to clauses (A) and (B) of this clause (iii); and provided, further, thatcancellation of Indebtedness owing to the Borrower or any Restricted Subsidiary from membersof management, directors, managers or consultants (or their respective estates, ControlledInvestment Affiliates or Immediate Family Members), of the Borrower, any of its direct orindirect parent companies or any Restricted Subsidiary in connection with a repurchase ofEquity Interests of any of the Borrower’s direct or indirect parent companies shall not be deemed-100-

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of Holdings, the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on a pro rata basis); Subsidiary, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; acquisition and other than Indebtedness described in Section 4.03(b)(ii)) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a)(a) The Company U.S. Parent Borrower shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any such payment in connection with any merger or consolidation involving to which the CompanyU.S. Parent Borrower is a party) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than x) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (by) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company U.S. Parent Borrower or any Restricted Subsidiary (and, in the case of the Company any such Restricted Subsidiary making such dividend or distribution, to all other holders of its Capital Stock of a Restricted Subsidiary on no more than a pro rata basis, measured by value); , (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (U.S. Parent Borrower held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company U.S. Parent Borrower or a Restricted Subsidiary (other than any acquisition of Capital Stock deemed to occur upon the exercise of options if such Capital Stock represents a portion of the Companyexercise price thereof), (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or voluntarily purchase, repurchase, redeem, repay, defease or otherwise voluntarily acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Junior Debt (c) the purchase other than a purchase, repurchase, redemption, defeasance or other acquisition of such subordinated Indebtedness made or retirement for value in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; such purchase, repurchase, redemption, defeasance or other acquisition or retirement), or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, repurchase, redemption, defeasance, other actions set forth in clauses (i) through (iv) above acquisition or retirement or Investment being collectively herein referred to as a “Restricted PaymentsPayment”), unless, if at the time of and after giving effect to the U.S. Parent Borrower or such Restricted Payment:Subsidiary makes such Restricted Payment the Payment Conditions would not be satisfied.

Limitation on Restricted Payments. The Company (a) Prior to the Initial Maturity Date, the Borrower shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyBorrower or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests the Capital Stock of the Borrower (other than Disqualified Stock) of the Companyor in options, (b) payable in warrants or rights to purchase such Capital Stock and except dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company Borrower or any Restricted Subsidiary of the Company or to all (and if such Restricted Subsidiary is not a Wholly Owned Subsidiary, its other holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); , (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, Borrower or any Equity Interests direct or indirect parent of any of its Restricted Subsidiaries (the Borrower held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company Borrower or a Restricted Subsidiary of the CompanyBorrower (other in exchange for its Capital Stock (other than Disqualified Stock)), (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment any Subordinated Obligations or Guarantor Subordinated Obligations (c) other than the purchase purchase, repurchase, redemption, defeasance or other acquisition of such subordinated Indebtedness made Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of purchase, repurchase, redemption, defeasance or acquisition; ) or (iv) make any Restricted Investment in any Person (all any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Restricted Investment referred to in clauses (i) through (iv) above being collectively herein referred to as a “Restricted PaymentsPayment”), unless, at the time of and after giving effect to such Restricted Payment:.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend dividend, make any distribution on or in respect of its Capital Stock or make any other similar payment or distribution on account of the Company’s Equity Interests (including, without limitation, including any payment in connection with any merger or consolidation involving the Company or any Subsidiary of the Company) or to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock, except (other than x) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (by) dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or a Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis or on a basis more favorable to the Company and its Restricted Subsidiaries than pro rata), (ii) payable to purchase, repurchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the CompanySubsidiary, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect topurchase, or purchaserepurchase, redeem, repayretire, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase, redemption, retirement, defeasance or other acquisition for value of such subordinated Indebtedness made Subordinated Obligations acquired in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, payment, purchase, redemption, repurchase, defeasance, retirement, other actions set forth in clauses (i) through (iv) above acquisition or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (includingor in respect of, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any the direct or indirect holders holders, of the Capital Stock of Holdco, the Company’s Equity Interests , any Restricted Subsidiary or any other Affiliate of the Company in their capacity capacities as such (other than except dividends or distributions (a) payable solely in Equity Interests its respective Capital Stock (other than Disqualified Stock) , or except in the case of the Company, (bPreferred Stock) payable or in options, warrants or other rights to purchase its respective Capital Stock (other than Disqualified Stock, or assets of an Unrestricted Subsidiary except in the case of the Company Company, Preferred Stock) and except dividends or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); Subsidiary, (ii) purchase, redeem or otherwise acquire or retire for value (includingany Capital Stock of Holdco, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, any Restricted Subsidiary or any Equity Interests other Affiliate of any of its Restricted Subsidiaries (the Company to the extent such Capital Stock is held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Wholly Owned Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, that is a Restricted Subsidiary of the Company or (d) any purchaseGuarantor, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying payment, any sinking fund payment due within one year from the date of acquisition; Subordinated Obligations or (iv) make any Restricted Investment (all any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”Payment"), unless, if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (1) a Default shall have occurred and be continuing (or would result therefrom); or (2) the Company would not be permitted to 37 Incur an additional $1.00 of and Indebtedness pursuant to clause (a) of Section 4.13 after giving pro forma effect to such Restricted Payment:; or (3) the aggregate amount of such Restricted Payment (other than Restricted Payments made on or about the Issue Date in connection with the acquisition by the Company of Envirotest Systems Corp. and the transactions related thereto) and all other Restricted Payments since the beginning of the fiscal quarter during which the Notes were originally issued would exceed the sum of: (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter during which the Notes were originally issued to the end of the most recent fiscal quarter for which financial statements are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit) and (B) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or from Capital Contributions subsequent to the Issue Date (other than an issuance or sale (q) to a Restricted Subsidiary to an employee stock ownership plan or similar trust for the benefit of employees or (r) with respect to which the purchase price thereof is financed directly or indirectly using funds (x) borrowed from the Company or a Restricted Subsidiary unless and until such borrowing is repaid in full or (y) contributed, extended, Guaranteed or advanced by the Company or a Restricted Subsidiary) to the extent such proceeds or Capital Contributions are not used to redeem, repurchase, retire, defease or otherwise acquire Capital Stock or any Indebtedness of the Company or such Restricted Subsidiary.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on a pro rata basis); Subsidiary, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to as a "Restricted Payment") if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (1) a Default will have occurred and be continuing (or would result therefrom); (2) the Company could not Incur at least $1.00 of additional Indebtedness under Section 4.03(a); (3) the aggregate amount of such Restricted Payment and all other Restricted Payments (the amount so expended, if other than in cash, to be determined in good faith by the Board of Directors, whose determination will be conclusive and evidenced by a resolution of the Board of Directors) declared or made subsequent to the Closing Date would exceed the sum of: (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the beginning of the fiscal quarter immediately following the fiscal quarter during which the Closing Date occurs to the end of the most recent fiscal quarter ending at least 45 days prior to the date of such Restricted Payment (or, in case such Consolidated Net Income will be a deficit, minus 100% of such deficit); (B) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) subsequent to the Closing Date (other than an issuance or sale to (x) a Subsidiary of the Company or (y) an employee stock ownership plan or other trust established by the Company or any of its Subsidiaries); (C) the amount by which Indebtedness of the Company or its Restricted Subsidiaries is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Closing Date of any Indebtedness of the Company or its Restricted Subsidiaries convertible or exchangeable for Capital Stock (other than Disqualified Stock) of the Company (less the amount of any Guarantor that is subordinated in right cash or the fair market value of payment other property distributed by the Company or any Restricted Subsidiary upon such conversion or exchange); (D) 100% of the aggregate amount of cash and marketable securities contributed to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among capital of the Company after the Closing Date; and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (cE) the purchase or other acquisition of such subordinated Indebtedness made amount equal to the net reduction in anticipation of satisfying any sinking fund payment due within one year Investments in Unrestricted Subsidiaries resulting from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through payments of dividends, repayments of the principal of loans or advances or other transfers of assets to the Company or any Restricted Subsidiary from Unrestricted Subsidiaries or (ivii) above being collectively referred the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investment") not to as “exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the amount of Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock (other than except dividends or distributions (a) payable solely in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in its NonConvertible Capital Stock or assets of an Unrestricted Subsidiary of the Company in options, warrants or (c) other rights to purchase its Non-Convertible Capital Stock and except dividends or distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary and, if a Restricted Subsidiary is not wholly owned, to the other stockholders on a pro rata basis); , (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, Company or any Equity Interests of any of its Restricted Subsidiaries Subsidiary (other than (a) except any such Equity Interests owned purchases, redemptions, acquisitions or retirements of Capital Stock of a Restricted Subsidiary held by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such another Restricted Subsidiary); , (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Investment in any Affiliate of the Company other than a Restricted Subsidiary or a person which will become a Restricted Subsidiary as a result of any such Investment (all any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests 's or any Restricted Subsidiary's Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock another Restricted Subsidiary, other than the making of a Restricted Subsidiary on a pro rata basis); Permitted Investment, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment any Subordinated Indebtedness or Senior Secured Notes due 2008 (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Subordinated Indebtedness made or Senior Secured Notes due 2008 purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; or ), (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person or (v) make or pay any interest or other distribution on the Junior Subordinated Note except interest or other distributions payable solely in Capital Stock (other than Disqualified Stock) or additional Junior Subordinated Notes (any such payments dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment described in and other actions set forth in not excluded from clauses (i) through (ivv) above of this Section 4.04(a) being collectively herein referred to as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company shall not, and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection or with any merger or consolidation involving the Company) or respect to any direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock (other than (x) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire Capital Stock and (y) pro rata dividends or distributions on Common Stock of Restricted Subsidiaries held by Persons other than the Company or any of its Restricted Subsidiaries), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of (A) the Company or an Unrestricted Subsidiary (including options, warrants or other rights to acquire such Capital Stock) held by any Person or (B) a Restricted Subsidiary (including options, warrants or other rights to acquire such Capital Stock) held by any Affiliate of the Company (other than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such holder) of 5% or more of the Capital Stock of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on voluntary or with respect tooptional principal payment, or purchasevoluntary or optional redemption, redeemrepurchase, repaydefeasance, defease or otherwise acquire other acquisition or retire retirement for value, any of Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof(other than the purchase, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiariesredemption, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase repurchase or other acquisition of such subordinated Indebtedness made purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from six months of the date of acquisition; or ), and (iv) make any Restricted Investment Investment, other than a Permitted Investment, in any Person (all such payments and or any other actions set forth described in clauses (i) through (iv) above being collectively referred to as “"Restricted Payments”), unless") if, at the time of of, and after giving effect to, the proposed Restricted Payment: (A) a Default or Event of Default shall have occurred and be continuing, (B) the Company could not Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a) or (C) the aggregate amount of all Restricted Payments (the amount, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) made after the Closing Date shall exceed the sum of (1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) (determined by excluding income resulting from transfers of assets by the Company or a Restricted Subsidiary to an Unrestricted Subsidiary) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which reports have been filed with the Commission or provided to the Trustee pursuant to Section 4.18 plus (2) the aggregate Net Cash Proceeds 45 received by the Company after the Closing Date as a capital contribution or from the issuance and sale permitted by this Indenture of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the Company, including an issuance or sale permitted by this Indenture of Indebtedness of the Company for cash subsequent to the Closing Date upon the conversion of such Indebtedness into Capital Stock (other than Disqualified Stock) of the Company, or from the issuance to a Person who is not a Subsidiary of the Company of any options, warrants or other rights to acquire Capital Stock of the Company (in each case, exclusive of any Disqualified Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Notes), in each case except to the extent such Net Cash Proceeds are used to support the Incurrence of Indebtedness pursuant to clause (viii) of the second paragraph under Section 4.03(a), or the making of Permitted Investments in accordance with clause (v) of the definition of such term or pursuant to clause (vi) of the second paragraph of this Section 4.04, plus (3) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments and pursuant to clause (vi) of the second paragraph of this Section 4.04) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of any such Investment (except, in each case, to the extent any such payment or proceeds are included in the calculation of Adjusted Consolidated Net Income), or from redesignations of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investments"), not to exceed, in each case, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Person or Unrestricted Subsidiary. The foregoing provision shall not be violated by reason of: (i) the payment of any dividend within 60 days after the date of declaration thereof if, at said date of declaration, such payment would comply with the foregoing paragraph; (ii) the redemption, repurchase, defeasance or other acquisition or retirement for value of Indebtedness that is subordinated in right of payment to the Notes including premium, if any, and accrued and unpaid interest, with the proceeds of, or in exchange for, Indebtedness Incurred under clause (iii) of the second paragraph of Section 4.03(a); (iii) the repurchase, redemption or other acquisition of Capital Stock of the Company or an Unrestricted Subsidiary (or options, warrants or other rights to acquire such Capital Stock) in exchange for, or out of the proceeds of a capital contribution or a substantially concurrent offering of, Capital Stock (other than Disqualified Stock) of the Company (or options, warrants or other rights to acquire such Capital Stock); (iv) the making of any principal payment or the repurchase, redemption, retirement, defeasance or other acquisition for value of Indebtedness of the Company which is subordinated in right of payment to the Notes in exchange for, or out of the proceeds of a capital contribution or a substantially concurrent offering of, Capital Stock (other than Disqualified Stock) of the Company (or options, warrants or other rights to acquire such Capital Stock); (v) payments or distributions, to dissenting holders of Capital Stock pursuant to applicable law, pursuant to or in connection with a consolidation, merger or transfer of assets that complies with the provisions of Article Five; (vi) Investments in any Person the primary business of which is similar, related, ancillary or complementary to the businesses of the Company and its Restricted Subsidiaries on the date of such Investments; provided that the aggregate amount of Investments outstanding at any time pursuant to this clause (vi) does not exceed the sum of (a) $20 million plus (b) the amount of Net Cash Proceeds received by the Company after the Closing Date as a capital contribution or from the sale of its Capital Stock (other than Disqualified Stock) to a Person that is not a Subsidiary of the Company, except to the extent such Net Cash Proceeds are used to support the Incurrence of Indebtedness pursuant to clause (viii) of the second paragraph of Section 4.03(a) or to support the making of Restricted Payments pursuant to clause (C)(2) of the first paragraph, or clause (iii) or (iv) of this Section 4.04, plus (c) the net reduction in Investments made pursuant to this clause (vi) resulting from distributions on or repayments of such Investments or from the Net Cash Proceeds from the sale of any such Investment (except in each case to the extent any such payment or proceeds is included in the calculation of Adjusted Consolidated Net Income) or from such Person becoming a Restricted Subsidiary (valued in each case as provided in the definition of "Investments"), provided that the net reduction in any Investment shall not exceed the amount of such Investment; (vii) Investments acquired in exchange for Capital Stock (other than Disqualified Stock) of the Company; (viii) the declaration or payment of dividends on the Capital Stock of the Company following a Public Equity Offering of such Capital Stock, of up to 6% per annum of the Net Cash Proceeds received by the Company in such Public Equity Offering; (ix) prior to the occurrence of a Public Market, the purchase, redemption, retirement or other acquisition for value of Capital Stock of the Company or options to purchase such Capital Stock, held by any current or former employee, Director or consultant of the Company or a Restricted Subsidiary (or their estates or beneficiaries under their estates), upon the death, disability, retirement, termination of employment or pursuant to the terms of any agreement under which such Capital Stock or options were issued; provided that the aggregate consideration paid for such purchase, redemption, retirement or other acquisition for value of such Capital Stock or options after the Closing Date does not exceed (A) in any calendar year, $2 million or (B) $5 million in the aggregate (unless such repurchases are made with the proceeds of insurance policies and the Capital Stock is purchased from the executors, administrators, testamentary trustees, heirs, legatees or beneficiaries); (x) the declaration or payment of dividends and other distributions to Members of the Company in an amount equal to the income tax liability incurred by such Members as a result of any amount of consolidated income or gain of the Company allocated to such Members for federal income tax purposes, computed at the highest federal and state rates applicable to such Members; and (xi) other Restricted Payment:Payments in an aggregate amount not to exceed $2 million; provided that, except in the case of clauses (i) and (iii), no Default or Event of Default shall have occurred and be continuing or occur as a consequence of the actions or payments set forth therein. Each Restricted Payment permitted pursuant to the preceding paragraph (other than the Restricted Payment referred to in clause (ii) thereof, an exchange of Capital Stock for Capital Stock or Indebtedness referred to in clause (iii) or (iv) thereof and an Investment referred to in clauses (vi) and (vii) thereof), and the Net Cash Proceeds from any capital contribution or any issuance of Capital Stock referred to in clauses (iii) and (iv), shall be included in calculating whether the conditions of clause (C)(2) of the first paragraph of this Section 4.04 have been met with respect to any subsequent Restricted Payments. In the event the proceeds of an issuance of Capital Stock of the Company are used for the redemption, repurchase or other acquisition of the Notes, or Indebtedness that is pari passu with the Notes, then the Net Cash Proceeds of such issuance shall be included in clause (C)(2) of the first paragraph of this Section 4.04 only to the extent such proceeds are not used for such redemption, repurchase or other acquisition of Indebtedness. Any Restricted Payments made other than in cash shall be valued at fair market value. The amount of any Investment "outstanding" at any time shall be deemed to be equal to the amount of such Investment on the date made, less the return of capital to the Company and its Restricted Subsidiaries with respect to such Investment by distribution, sale or otherwise (up to the amount of such Investment on the date made).

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment distribution of any kind on or distribution on account in respect of the Company’s its Equity Interests (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders (in their capacities as such) of the Company’s its Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in its Equity Interests (other than Disqualified StockEquity Interests) and except dividends or distributions payable to the Company or another Restricted Subsidiary (and, if such Restricted Subsidiary has equity holders other than the Company or other Restricted Subsidiaries, to its other equity holders on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Equity Interests of DonJoy (or any other direct or indirect parent company of the Company), (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on a pro rata basis); Subsidiary, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (cother than (A) the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; acquisition and (B) Indebtedness described in Section 4.03(b)(ii)) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary is not wholly owned, to its other shareholders on a pro rata basis in accordance with their respective ownership of the class of Capital Stock affected thereby), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on a pro rata basis); Subsidiary, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase pur chase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests 's or any Restricted Subsidiary's Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock another Restricted Subsidiary, other than the making of a Restricted Subsidiary on a pro rata basis); Permitted Investment, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; or ), (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person or (v) make or pay any interest or other distribution on the Junior Subordinated Note except interest or other distributions payable solely in Capital Stock (other than Disqualified Stock) or additional Junior Subordinated Notes (any such payments dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment described in and other actions set forth in not excluded from clauses (i) through (ivv) above being collectively herein referred to as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company shall will --------------------------------- not, and shall will not cause or permit any of its Restricted Subsidiaries to, directly or indirectly, (ia) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests (other than Disqualified Stock) of the Company, (b) payable in Qualified Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) in warrants, rights or options to purchase or acquire shares of Qualified Capital Stock of the Company or dividends or distributions payable to the Company or a Restricted Subsidiary and pro rata dividends or distributions to the Company and/or its Restricted Subsidiaries and to minority holders of Capital Stock of Restricted Subsidiaries) on or in respect of shares of Capital Stock of the Company or any Restricted Subsidiary of the Company or to all holders of such Capital Stock of a Restricted Subsidiary on a pro rata basis); Stock, (iib) purchase, redeem or otherwise acquire or retire for value (includingother than any such purchase, without limitationredemption, acquisition or retirement that constitutes a Permitted Investment) any Capital Stock of the Company or any Restricted Subsidiary or any warrants, rights or options to purchase or acquire shares of any class of such Capital Stock (other than any such Capital Stock, warrants, rights or options owned by the Company or any Restricted Subsidiary), (c) make any principal payment on, purchase, defease, redeem, prepay, decrease or otherwise acquire or retire for value, prior to any scheduled final maturity, scheduled repayment or scheduled sinking fund payment, as the case may be, any Subordinated Indebtedness, or (d) make any Investment (other than Permitted Investments) (each of the foregoing actions set forth in connection (but not excluded from) clauses (a), (b), (c) and (d) being referred to as a "Restricted Payment"), if at the time of such Restricted Payment or immediately after giving effect thereto, (i) a Default or an Event of Default shall have occurred and be continuing or (ii) the Company is not able to Incur at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) in compliance with Section 3.9 or (iii) the aggregate amount of Restricted Payments ----------- (including such proposed Restricted Payment) made subsequent to the Issue Date (the amount expended for such purposes, if other than in cash, being the Fair Market Value of such property) shall exceed the sum of: (A) 50% of cumulative Consolidated Net Income (or if cumulative Consolidated Net Income shall be a loss, minus 100% of such loss) accrued during the period (treated as one accounting period) beginning on the first day of the fiscal quarter beginning on January 1, 1999 to the end of the most recent fiscal quarter for which consolidated financial information of the Company is available; plus (B) 100% of the aggregate net cash proceeds received by the Company from any merger or consolidation involving Person (other than a Restricted Subsidiary of the Company) from any Equity Interests of capital contribution to the Company, Company or any Equity Interests of any of its Restricted Subsidiaries issuance and sale (other than to a Restricted Subsidiary) of Qualified Capital Stock of the Company subsequent to the Issue Date or any warrants, rights or options to purchase or acquire shares of Capital Stock of the Company or from the issuance and sale (aother than to a Restricted Subsidiary) subsequent to the Issue Date of any such Equity Interests owned Indebtedness of the Company or any Restricted Subsidiary that has been converted into or exchanged for Qualified Capital Stock of the Company (excluding any net cash proceeds applied in accordance with the following paragraph); plus (C) without duplication of any amounts included in clause (A) above or clause (D) below, in the case of the disposition or repayment of, or the receipt by the Company or any Restricted Subsidiary of any dividends or distributions from, any Investment constituting a Restricted Payment made after the CompanyIssue Date, (b) any Equity Interests then being issued an amount equal to the lesser of the amount of such Investment and the amount received by the Company or a any Restricted Subsidiary upon such disposition, repayment, dividend or distribution; plus (D) without duplication of any amounts included in clause (C) above, in the Company, (c) event the Company or any Restricted Subsidiary makes any Investment in a Person that, after giving effect to as a result of or in connection with such Investment, is becomes a Restricted Subsidiary, an amount equal to the Company's or any Restricted Subsidiary's existing Investment in such Person that was previously treated as a Restricted Payment; plus (E) so long as the Designation thereof was treated as a Restricted Payment made after the Issue Date, with respect to any Unrestricted Subsidiary that has been redesignated as a Restricted Subsidiary of after the Company or Issue Date in accordance with Section 3.14, an ------------ amount equal to the Company's Investment in such Unrestricted Subsidiary (d) provided that such amount shall not in any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or case exceed the Designation Amount with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:Subsidiary upon its Designation); plus (F) $3.0 million; provided, that the amount of Restricted

Limitation on Restricted Payments. (a) The Company shall not, not and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of and except dividends or distributions payable to the Company, the Operating Company, or another Restricted Subsidiary (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of and, if the Operating Company or (c) payable to the Company or any such Restricted Subsidiary of the Company or is not wholly owned, to all holders of Capital Stock of a Restricted Subsidiary its other shareholders on a pro rata basis); , (ii) purchaserepurchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of held by persons other than the Company, (c) any Investment in a Person thatthe Operating Company, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such another Restricted Subsidiary); , (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ), or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement, payment or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company shall (a) Hanover will not, and shall will not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyHanover or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than A) dividends or distributions (a) payable in Equity Interests Capital Stock of Hanover (other than Disqualified Stock) of the Companyor in options, warrants or other rights to purchase such Capital Stock; and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company Hanover or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis); (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, Hanover or any Equity Interests direct or indirect parent of any of its Restricted Subsidiaries (Hanover held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company Hanover or a Restricted Subsidiary of the Company, Hanover (c) any Investment other than in a Person that, after giving effect to such Investment, is a Restricted Subsidiary exchange for Capital Stock of the Company or Hanover (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock)); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment payment, any Subordinated Obligations or Guarantor Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of purchase, repurchase or acquisition); or (iv) make any Restricted Investment in any Person; (all any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Restricted Investment referred to in clauses (i) through (iv) above being collectively shall be referred to herein as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to Hanover or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Companyor in options, (b) payable in warrants or other rights to purchase such Capital Stock and except dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any another Restricted Subsidiary of the Company or to all holders of Capital Stock of a (and, if such Restricted Subsidiary making such dividend or distribution is not wholly owned, to its other shareholders on a pro rata basis); , (ii) purchase, redeem repurchase, redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued held by Persons other than the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such another Restricted Subsidiary); , (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of such purchase, repurchase or acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement, payment or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company (a) Aleris shall not, not and shall not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, indirectly (iw) declare or pay any dividend or make any other payment or distribution on account of the CompanyAleris’ or any Restricted Subsidiary’s Equity Interests (includingInterests, without limitation, including any payment dividend or distribution payable in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (consolidation, other than (A) dividends or distributions (a) by Aleris payable in Equity Interests (other than Disqualified Stock) of the CompanyAleris or in options, warrants or other rights to purchase such Equity Interests (bother than Disqualified Stock) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (cB) payable to the Company dividends or any Restricted Subsidiary of the Company or to all holders of Capital Stock of distributions by a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitationso long as, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests case of any dividend or distribution payable on or in respect of its any class or series of securities issued by a Restricted Subsidiaries (Subsidiary other than (a) any such Equity Interests owned by the Company or any Restricted a Wholly-Owned Subsidiary of the CompanyAleris, (b) any Equity Interests then being issued by the Company Aleris or a Restricted Subsidiary receives at least its pro rata share of the Companysuch dividend or distribution in accordance with its Equity Interests in such class or series of securities, (cx) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, value any Indebtedness Equity Interests of the Company Aleris or any Guarantor that is subordinated direct or indirect parent of Aleris, including in right of payment to the Notes connection with any merger or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiariesconsolidation, (by) a regularly make any principal payment on, or redeem, repurchase, defease or otherwise acquire or retire for value in each case, prior to any scheduled payment of interest or principal or repayment, sinking fund payment or maturity, any Subordinated Indebtedness other than (cA) Indebtedness permitted under clauses (ix) and (x) of Section 8.01(b) or (B) the purchase purchase, repurchase or other acquisition of such subordinated Subordinated Indebtedness made purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; purchase, repurchase or acquisition or (ivz) make any Restricted Investment (all such payments and other actions set forth in clauses (iw) through (ivz) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than A) dividends or distributions (a) payable in Equity Interests its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock, and (B) dividends or distributions payable to the Company or a Restricted Subsidiary of the CompanyCompany (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other Holders of Capital Stock on a pro rata basis), (bii) payable in purchase, redeem, retire or otherwise acquire for value any Capital Stock or assets of an Unrestricted the Company (other than the redemption of the 13% Series A Preferred Stock of the Company in connection with the Refinancing) held by Persons other than a Restricted Subsidiary of the Company or any Capital Stock of a Restricted Subsidiary of the Company held by any Affiliate of the Company, other than another Restricted Subsidiary (cin either case, other than in exchange for its Capital Stock (other than Disqualified Stock)), (iii) payable purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to in clauses (i) through (iv) as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (1) a Default shall have occurred and be continuing (or would result therefrom); or (2) the Company is not able to incur an additional $1.00 of Indebtedness pursuant to paragraph (a) under Section 1010; or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would exceed the sum of: (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from April 1, 1998 to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment as to which financial results are publicly available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (B) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than net proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan or similar trust); (C) the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock of the Company (less the amount of any cash, or other property, distributed by the Company upon such conversion or exchange); (D) the amount equal to the net reduction in Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from the purchases or redemptions of such Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets by such Person to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests redesignation of the Company, or any Equity Interests of any of its Unrestricted Subsidiaries as Restricted Subsidiaries (other than (avalued in each case as provided in the definition of "Investment") not to exceed, in the case of any such Equity Interests owned Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the Companyamount of Restricted Payments; PROVIDED, HOWEVER, that no amount shall be included under this clause (bD) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding extent it is already included in Consolidated Net Income; and (aE) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:$5 million.

Limitation on Restricted Payments. 1. The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than x) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (by) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of (and, if the Company or to all holders of Capital Stock of a Restricted Subsidiary making such dividend or distribution is not a Wholly Owned Subsidiary, to its other shareholders on no more than a pro rata basis, measured by value); , (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (Company held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such another Restricted Subsidiary); , (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) other than the purchase purchase, repurchase, redemption or other acquisition of such subordinated Indebtedness made Subordinated Obligations in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i1) declare or pay any dividend or make any other payment or distribution on account of the Company’s Equity Interests (including, without limitation, any payment in connection or with any merger or consolidation involving the Company) or respect to any direct or indirect holders of the Company’s Equity Interests in their capacity as such its Capital Stock (other than (x) dividends or distributions (a) payable solely in Equity Interests shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock and (y) pro rata dividends or distributions on Common Stock of Restricted Subsidiaries (other than Subsidiary Guarantors) held by minority stockholders) held by Persons other than the Company or any of its Restricted Subsidiaries, (2) purchase, call for redemption or redeem, retire or otherwise acquire for value, any shares of Capital Stock of (A) the Company or any Subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Person, or (B) a Restricted Subsidiary other than a subsidiary Guarantor (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Affiliate of the Company (other than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such holder) of 5% or more of the Capital Stock of the Company, (b3) payable in Capital Stock make any voluntary or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Companyoptional principal payment, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company voluntary or any Restricted Subsidiary of the Companyoptional redemption, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Companyrepurchase, (c) any Investment in a Person thatdefeasance, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire retirement for value, any of Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Indebtedness of a Subsidiary Guarantor that is subordinated in right of payment to a Note Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv4) make any Restricted Investment Investment, other than a Permitted Investment, in any Person (all such payments and or any other actions set forth described in clauses (i1) through (iv4) above being collectively referred to as “Restricted Payments”), unless) if, at the time of of, and after giving effect to such to, the proposed Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on a pro rata basis); Subsidiary, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (cother than (A) the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisitionacquisition and (B) reductions of Subordinated 56 48 Obligations consisting of purchase price adjustments in connection with the acquisition or disposition of assets by the Company or a Restricted Subsidiary permitted by the Indenture); or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. The Company (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyHoldings) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) payable in Capital Stock and except dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company Holdings or any another Restricted Subsidiary of the Company or to all holders of Capital Stock of a (and, if such Restricted Subsidiary has equity holders other than Holdings or other Restricted Subsidiaries, to its other equity holders on a pro rata basis); , (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company Holdings or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued held by the Company Persons other than Holdings or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such another Restricted Subsidiary); , (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations of Holdings (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations of Holdings purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to Holdings or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company ---------------------------------- shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) payable in Capital Stock and except dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Wholly Owned Restricted Subsidiary of the Company or to all holders of Capital Stock of a (provided that if such Restricted Subsidiary is not wholly owned, to its other shareholders on a pro rata basis); , (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued held by Persons other than the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such another Restricted Subsidiary); , (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including 46 40 any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) except (A) dividends or distributions payable in its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock (other than Disqualified Stock), and (B) dividends or distributions payable to the Company or a Restricted Subsidiary of the Company (and, if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of Capital Stock on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than a Restricted Subsidiary of the Company or any Capital Stock of a Restricted Subsidiary of the Company held by Persons other than the Company or another Restricted Subsidiary of the Company (in either case, other than in exchange for its Capital Stock (other than Disqualified Stock) or to the extent that after giving effect to such purchase, redemption, retirement or acquisition, such Restricted Subsidiary would become a Wholly Owned Subsidiary), (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any direct Subordinated Indebtedness (other than the purchase, repurchase or indirect holders other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to in clauses (i) through (iv) as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (1) a Default shall have occurred and be continuing (or would result therefrom); or (2) the Company is not able to incur an additional $1.00 of Indebtedness pursuant to Section 4.3(a); or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the 1997 Security Issue Date would exceed the sum of: (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the 1997 Security Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment as to which financial results are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (B) the aggregate net proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the 1997 Security Issue Date (other than net proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan or similar trust); provided, however, that the value of any non-cash net proceeds (which in each case shall be assets of the type used in a Related Business or Capital Stock of a Person engaged in a Related Business) shall be as determined by the Board of Directors in good faith, except that in the event the value of any non cash net proceeds shall be $25 million or more, the value shall be as determined in writing by an independent investment banking firm of nationally recognized standing; (C) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) to an employee stock ownership plan or similar trust subsequent to the 1997 Security Issue Date; provided, however, that if such plan or trust Incurs any Indebtedness owed to or Guaranteed by the Company or any of its Restricted Subsidiaries to finance the acquisition of such Capital Stock, such aggregate amount shall be limited to such Net Cash Proceeds less such 47 41 Indebtedness Incurred to or Guaranteed by the Company or any of its Restricted Subsidiaries and any increase in the Consolidated Net Worth of the Company resulting from principal repayments made by such plan or trust with respect to Indebtedness Incurred by it to finance the purchase of such Capital Stock; (D) the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Restricted Subsidiary of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests subsequent to the 1997 Security Issue Date of any Indebtedness of the Company for Capital Stock (other than Disqualified Stock) of the CompanyCompany (less the amount of any cash, or other property, distributed by the Company upon such conversion or exchange); (bE) payable the amount equal to the net reduction in Capital Stock or assets of an Unrestricted Subsidiary of Investments since the 1997 Security Issue Date (other than Permitted Investments) made by the Company or any of its Restricted Subsidiaries in any Person resulting from (ci) payable repurchases or redemptions of such Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser, and repayments of loans or advances or other transfers of assets by such Person to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests redesignation of the Company, or any Equity Interests of any of its Unrestricted Subsidiaries as Restricted Subsidiaries (other than (avalued in each case as provided in the definition of "Investment") not to exceed, in the case of any such Equity Interests owned Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the Companyamount of Restricted Payments; provided, however, that no amount shall be included under this clause (bE) any Equity Interests then being issued of this Section 4.4(a) to the extent it is already included in Consolidated Net Income; (F) the aggregate Net Cash Proceeds received by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of in consideration for the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders issuance of such Restricted Subsidiary); Person's Capital Stock (iiiother than Disqualified Stock) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of which are held by such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, Person at the time of such Person is merged with and after giving effect into the Company in accordance with Section 5.1 subsequent to the 1997 Security Issue Date; provided, however, that concurrently with or immediately following such merger the Company uses an amount equal to such Restricted Payment:Net Cash Proceeds to redeem or repurchase the Company's Capital Stock; and (G) $5 million since the 1997 Security Issue Date.

Limitation on Restricted Payments. The Company shall Guarantor (i) may not, and shall will not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, (i) to declare or pay any dividend dividend, or make any other payment or distribution on account distribution, in respect of the Company’s Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving the Company) its Capital Stock or to the holders thereof, excluding (x) any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable solely in Equity Interests shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire its Capital Stock (other than Disqualified Stock), (y) any dividends paid to the Guarantor or a Restricted Subsidiary, or (z) pro rata dividends paid on shares of Common Stock of Restricted Subsidiaries, (ii) may not, and may not permit any Restricted Subsidiary to, purchase, redeem, or otherwise retire or acquire for value (a) any Capital Stock of the Company, Guarantor or any Related Person of the Guarantor (other than a permitted refinancing) or (b) payable in Capital Stock any options, warrants or assets of an Unrestricted Subsidiary of the Company rights to purchase or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders acquire shares of Capital Stock of the Guarantor or any Related Person of the Guarantor or any securities convertible or exchangeable into shares of Capital Stock of the Guarantor or any Related Person of the Guarantor (other than a permitted refinancing), (iii) may not make, or permit any Restricted Subsidiary on a pro rata basis); to make, any Investment, except for Permitted Investments, and (iiiv) purchasemay not, redeem and may not permit any Restricted Subsidiary to, redeem, defease, repurchase, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:or

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any such payment in connection with any merger or consolidation involving to which the CompanyCompany is a party) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than A) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary (and, in the case of the Company any such Restricted Subsidiary making such dividend or distribution, to all other holders of its Capital Stock of a Restricted Subsidiary on no more than a pro rata basis, measured by value); (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (Company held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) the purchase other than a purchase, redemption, defeasance or other acquisition of such subordinated Indebtedness made or retirement for value in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisitionsuch acquisition or retirement); or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition or retirement or Investment being collectively herein referred to as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its the Restricted Subsidiaries of the Company to, directly or indirectly, : (i) declare or pay any dividend on, or make any other payment or distribution on account to the holders of, any Capital Stock of the Company’s Equity Interests (includingCompany or a Restricted Subsidiary, without limitation, any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (aA) payable in Equity Interests (other than Disqualified Stock) from a Restricted Subsidiary of the Company, Company to the Company or to a Restricted Subsidiary or (bB) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis)that is not Disqualified Stock; (ii) purchaserepay, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, Company or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary Wholly Owned Subsidiaries of the Company or (d) any purchasethat are Restricted Subsidiaries), redemption or other acquisition of other Equity Interests made by than a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary)Permitted Investment; (iii) make any payment on or with respect toprepay, or purchaserepay, redeem, repay, defease or otherwise acquire or retire for valuevalue prior to any scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereofSubsidiary Guarantee, excluding other than a Permitted Investment and except (aA) any intercompany Indebtedness between or among as permitted pursuant to clause (vii) of Section 4.9(b), and (B) upon a change of control, as defined in and to the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) extent required by the purchase indenture or other acquisition of agreement or instrument pursuant to which such subordinated Indebtedness made was issued, provided the Company is then in anticipation compliance with the provisions of satisfying any sinking fund payment due within one year from the date of acquisitionSection 4.14; or (iv) make any Restricted Investment other than a Permitted Investment or as permitted under clauses (all such payments ii) and other (iii) above (the foregoing actions set forth in clauses (i) through (iv) above being collectively referred to hereinafter as “"Restricted Payments”"), unless, if at the time of any such Restricted Payment, and after giving effect to such Restricted Paymentthereto on a pro forma basis:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i1) declare or pay any dividend or make any distribution (whether made in cash, securities or other payment property) on or distribution on account in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except: (other than A) dividends or distributions (a) payable in Equity Interests Capital Stock of the Company (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock of the Company, ; and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of common Capital Stock on a pro rata basis); (ii2) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary direct or indirect parent of the Company, (b) any Equity Interests then being issued Company held by Persons other than the Company or a Restricted Subsidiary of the Company, (c) any Investment other than in a Person that, after giving effect to such Investment, is a Restricted Subsidiary exchange for Capital Stock of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiarythan Disqualified Stock)); (iii3) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, Subordinated Obligations or Guarantor Subordinated Obligations (other than the purchase, repurchase, redemption, defeasance or other acquisition or retirement of Subordinated Obligations or Guarantor Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase, redemption, defeasance or other acquisition or retirement); or (4) make any Indebtedness Restricted Investment in any Person; (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Restricted Investment referred to in clauses (1) through (4) of this Section 3.5(a) shall be referred to herein as a “Restricted Payment”), if at the time the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding such Restricted Subsidiary makes such Restricted Payment: (a) any intercompany Indebtedness between a Default shall have occurred and be continuing (or among the Company and any of its Restricted Subsidiaries, would result therefrom); or (b) a regularly scheduled payment of interest or principal or sinking fund payment the Term Loan Payment Date has not occurred or (c) the purchase or other acquisition aggregate amount of such subordinated Indebtedness Restricted Payment and all other Restricted Payments declared or made in anticipation subsequent to the Term Loan Payment Date would exceed the sum of satisfying any sinking fund payment due within one year from (1) the Residual Excess Cash Flow Payment Amount solely for the last Residual Excess Cash Flow Period ended prior to the applicable date of acquisition; or determination, (iv2) make any unused portion of any Residual Excess Cash Flow Payment Amount from any previous Residual Excess Cash Flow Period (for the avoidance of doubt, the Residual Excess Cash Flow Payment Amount may be a negative amount, in which case, such negative amount shall be subtracted from any positive Residual Excess Cash Flow Payment Amount prior to making any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”, if any), unless(3) any Residual Excess Cash Flow Payment Amount arising prior to the Term Loan Payment Date which is not used to pay the Term Loan Obligations (because such amount was in excess of the amount necessary to pay the Term Loan Obligations), at the time of (4) Extra Excess Cash Flow and after giving effect to such Restricted Payment:(5) Extra Asset Sale Proceeds.

Limitation on Restricted Payments. The Company shall will not, and shall will not permit any of its Restricted Subsidiaries Subsidiary to, directly or indirectly, (i) declare or pay any dividend or make any other payment or distribution on account or with respect to its Capital Stock (other than (x) dividends or distributions payable solely in shares of its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to acquire shares of such Capital Stock and (y) pro rata dividends or distributions on Common Stock of Restricted Subsidiaries held by minority stockholders) held by Persons other than the Company or any of its Restricted Subsidiaries, (ii) purchase, redeem, retire or otherwise acquire for value any shares of Capital Stock of (x) the Company or an Unrestricted Subsidiary (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Person other than the Company or any Wholly Owned Restricted Subsidiary or (y) a Restricted Subsidiary (including options, warrants or other rights to acquire such shares of Capital Stock) held by any Affiliate of the Company (other than a Wholly Owned Restricted Subsidiary) or any holder (or any Affiliate of such holder) of 5% or more of the Capital Stock of the Company’s Equity Interests , (includingiii) make any voluntary or optional principal payment, without limitationor voluntary or optional redemption, repurchase, defeasance, or other acquisition or retirement for value, of Indebtedness of the Company that is subordinated in right of payment to the Notes (other than the purchase, repurchase or the acquisition of Indebtedness in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in any payment case due within one year of the date of acquisition) or (iv) make any Investment, other than a Permitted Investment, in connection with any merger Person (such payments or consolidation involving any other actions described in clauses (i) through (iv) being collectively "Restricted Payments") if, at the time of, and after giving effect to, the proposed Restricted Payment: (A) a Default or Event of Default shall have occurred and be continuing, (B) the Company could not Incur at least $1.00 of Indebtedness under the first paragraph of Section 4.03(a) or (C) the aggregate amount of all Restricted Payments (the amount, if other than in cash, to be determined in good faith by the Board of Directors, whose determination shall be conclusive and evidenced by a Board Resolution) made after the Closing Date shall exceed the sum of (1) 50% of the aggregate amount of the Adjusted Consolidated Net Income (or, if the Adjusted Consolidated Net Income is a loss, minus 100% of the amount of such loss) accrued on a cumulative basis during the period (taken as one accounting period) beginning on the first day of the fiscal quarter immediately following the Closing Date and ending on the last day of the last fiscal quarter preceding the Transaction Date for which reports have been filed pursuant to Section 4.18 plus (2)(A) the aggregate Net Cash Proceeds received by the Company after the Closing Date from the issuance and sale permitted by this Indenture of its Capital Stock (other than Disqualified Stock) to a Person who is not a Subsidiary of the Company, or from the issuance to a Person who is not a Subsidiary of the Company of any options, warrants or other rights to acquire Capital Stock of the Company (in each case, exclusive of any convertible Indebtedness, Disqualified Stock or any options, warrants or other rights that are redeemable at the option of the holder, or are required to be redeemed, prior to the Stated Maturity of the Notes) and (B) the aggregate Net Cash Proceeds received after the Closing Date by the Company from the issuance or sale (other than to a Subsidiary of the Company) of debt securities or to any direct shares of Disqualified Stock that have been converted into or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests exchanged for Common Stock (other than Disqualified Stock) of the Company, together with the aggregate cash received by the Company at the time of such conversion or exchange, in each case except to the extent such Net Cash Proceeds are used to Incur Indebtedness pursuant to clause (bviii) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company second paragraph of Section 4.03(a) plus (3) an amount equal to the net reduction in Investments (other than reductions in Permitted Investments) in any Person resulting from payments of interest on Indebtedness, dividends, repayments of loans or (c) payable advances, or other transfers of assets, in each case to the Company or any Restricted Subsidiary or from the Net Cash Proceeds from the sale of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); any such Investment (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitationexcept, in connection with each case, to the extent any merger such payment or consolidation involving proceeds are included in the Company) any Equity Interests calculation of the CompanyAdjusted Consolidated Net Income), or any Equity Interests from redesignations of any of its Unrestricted Subsidiaries as Restricted Subsidiaries (other than (a) any such Equity Interests owned valued in each case as provided in the definition of "Investments"), not to exceed, in each case, the amount of Investments previously made by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued in such Person or Unrestricted Subsidiary. The foregoing provision shall not be violated by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Paymentreason of:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) except (A) dividends or distributions payable in its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock (other than Disqualified Stock), and (B) dividends or distributions payable to the Company or a Restricted Subsidiary of the Company (and, if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to its other holders of Capital Stock on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company held by Persons other than a Restricted Subsidiary of the Company or any Capital Stock of a Restricted Subsidiary of the Company held by Persons other than the Company or another Restricted Subsidiary of the Company (in either case, other than in exchange for its Capital Stock (other than Disqualified Stock) or to the extent that after giving effect to such purchase, redemption, retirement or acquisition, such Restricted Subsidiary would become a Wholly Owned Subsidiary), (iii) purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any direct Subordinated Indebtedness (other than the purchase, repurchase or indirect holders other acquisition of Subordinated Indebtedness purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Person (any such 44 38 dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to in clauses (i) through (iv) as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (1) a Default shall have occurred and be continuing (or would result therefrom); or (2) the Company is not able to incur an additional $1.00 of Indebtedness pursuant to Section 4.3(a); or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would exceed the sum of: (A) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment as to which financial results are available (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (B) the aggregate net proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than net proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan or similar trust); provided, however, that the value of any non-cash net proceeds (which in each case shall be assets of the type used in a Related Business or Capital Stock of a Person engaged in a Related Business) shall be as determined by the Board of Directors in good faith, except that in the event the value of any non cash net proceeds shall be $25 million or more, the value shall be as determined in writing by an independent investment banking firm of nationally recognized standing; (C) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) to an employee stock ownership plan or similar trust subsequent to the Issue Date; provided, however, that if such plan or trust Incurs any Indebtedness owed to or Guaranteed by the Company or any of its Restricted Subsidiaries to finance the acquisition of such Capital Stock, such aggregate amount shall be limited to such Net Cash Proceeds less such Indebtedness Incurred to or Guaranteed by the Company or any of its Restricted Subsidiaries and any increase in the Consolidated Net Worth of the Company resulting from principal repayments made by such plan or trust with respect to Indebtedness Incurred by it to finance the purchase of such Capital Stock; (D) the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Restricted Subsidiary of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests subsequent to the Issue Date of any Indebtedness of the Company for Capital Stock (other than Disqualified Stock) of the CompanyCompany (less the amount of any cash, or other property, distributed by the Company upon such conversion or exchange); (bE) payable the amount equal to the net reduction in Capital Stock or assets of an Unrestricted Subsidiary of Investments (other than Permitted Investments) made by the Company or any of its Restricted Subsidiaries in any Person resulting from (ci) payable repurchases or redemptions of such Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser, and repayments of loans or advances or other transfers of assets by such Person to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests redesignation of the Company, or any Equity Interests of any of its Unrestricted Subsidiaries as Restricted Subsidiaries (other than (avalued in each case as provided in the definition of "Investment") not to exceed, in the case of any such Equity Interests owned Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the amount of Restricted Payments; provided, however, that no amount shall be included under this clause (E) of this Section 4.4(a) to the extent it is already included in Consolidated Net Income; (F) the aggregate Net Cash Proceeds received by a Person in consideration for the issuance of 45 39 such Person's Capital Stock (other than Disqualified Stock) which are held by such Person at the time such Person is merged with and into the Company in accordance with Section 5.1 subsequent to the Issue Date; provided, however, that concurrently with or immediately following such merger the Company uses an amount equal to such Net Cash Proceeds to redeem or repurchase the Company's Capital Stock; and (G) $5 million. Company to fund (A) out of pocket expenses of Holding for administrative, legal and accounting services provided by third parties, or to pay franchise fees and similar costs, but not to exceed an aggregate amount of $1 million per annum, and (B) taxes of Holding; provided, however, that in the case of clauses (v), (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Companyvi), (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiaryvii); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (bviii) a regularly scheduled payment and (ix) no Default or Event of interest Default shall have occurred or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, be continuing at the time of and after giving effect to such payment or as a result thereof; provided further, however, that for purposes of determining the aggregate amount expended for Restricted Payment:Payments in accordance with clause (3) of Section 4.4(a), only the amounts expended under clauses (iv) through (ix) shall be included.

Limitation on Restricted Payments. The Company (a) Holdings shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock except (including, without limitation, any payment in connection with any merger or consolidation involving the CompanyA) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than dividends or distributions (a) payable in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (bB) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company Holdings or any a Restricted Subsidiary of the Company or Holdings (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, to all its other holders of Capital Stock on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of Holdings held by Persons other than a Restricted Subsidiary of Holdings or any Capital Stock of a Restricted Subsidiary on a pro rata basisof Holdings held by any Affiliate of Holdings, other than another Restricted Subsidiary (in either case, other than in exchange for its Capital Stock (other than Disqualified Stock); ), (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of purchase, repurchase or acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth acquisition, retirement or Investment being herein referred to in clauses (i) through (iv) above being collectively referred to as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to Holdings or such Restricted Subsidiary makes such Restricted Payment:: (1) a Default shall have occurred and be continuing (or would result therefrom); or (2) the Company is not able to incur an additional $1.00 of Indebtedness pursuant to Section 1011; or (3) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made subsequent to the Issue Date would exceed the sum of: (A) 50% of the Consolidated Net Income (x) of Holdings in the case of any Restricted Payment made by Holdings or (y) of the Company and its Restricted Subsidiaries in the case of any Restricted Payment made by the Company or any of its Restricted Subsidiaries accrued during the period (treated as one accounting period) from, but excluding, the Issue Date to, but excluding, the date of such Restricted Payment (or, in case such Consolidated Net Income shall be a deficit, minus 100% of such deficit); (B) the aggregate net proceeds, including the fair market value of property other than cash (determined in good faith by the Board of Directors as evidenced by a certificate filed with the Trustee, except that in the event the value of any non-cash consideration shall be $10 million or more, the value shall be as determined in writing by an Independent Appraiser) received by Holdings from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than net proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of Holdings or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans from Holdings or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); (C) the amount by which Indebtedness of Holdings is reduced on Holdings' balance sheet upon the conversion or exchange (other than by a Subsidiary of Holdings) subsequent to the Issue Date of any Indebtedness of Holdings convertible or exchangeable for Capital Stock of Holdings (less the amount of any cash, or other property, distributed by Holdings upon such conversion or exchange); (D) the amount equal to the net reduction in Investments made by Holdings or any of its Restricted Subsidiaries in any Person resulting from (i) repurchases or redemptions of such Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to Holdings or any Restricted Subsidiary of Holdings or (ii) the redesignation of Unrestricted Subsidiaries as Restricted Subsidiaries (valued in each case as provided in the definition of "Investment") not to exceed, in the case of any Unrestricted Subsidiary, the amount of Investments previously made by Holdings or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the amount of Restricted Payments; provided, however, that no amount shall be included under this clause (D) to the extent it is already included in Consolidated Net Income.

Limitation on Restricted Payments. (a) The Company Borrower shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any such payment in connection with any merger or consolidation involving the Companyto which NAVL or any Restricted Subsidiary is a Party) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than x) dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, and (by) payable in Capital Stock dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company Borrower or any Restricted Subsidiary (and, in the case of the Company any such Restricted Subsidiary making such dividend or distribution, to all other holders of its Capital Stock of a Restricted Subsidiary on no more than a pro rata basis, measured by value); , (ii) purchase, redeem redeem, retire or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (Borrower held by Persons other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company Borrower or a Restricted Subsidiary of the CompanySubsidiary, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, repurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) the purchase other than a purchase, redemption, defeasance or other acquisition of such subordinated Indebtedness made or retirement for value in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; such acquisition or retirement) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition or retirement or Investment being collectively herein referred to as “a "Restricted Payments”Payment"), unless, if at the time of and after giving effect to the Borrower or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall will not, and shall will not cause or permit any of its the Restricted Subsidiaries to, directly or indirectly, : (i) declare or pay any dividend or make any distribution on or in respect of shares of its Capital Stock to holders of such Capital Stock, other payment than (x) dividends or distributions payable in Qualified Capital Stock of the Company and (y) dividends or distributions by a Restricted Subsidiary so long as, in the case of any dividend or distribution on account payable in respect of any class or series of securities issued by a Restricted Subsidiary other than a wholly owned Subsidiary, the Company’s Equity Interests (including, without limitation, any payment Company or a Restricted Subsidiary receives at least its pro rata share of such dividend or distribution in connection accordance with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s its Equity Interests in their capacity as such (other than dividends class or distributions (a) payable in Equity Interests (other than Disqualified Stock) series of the Company, (b) payable in Capital Stock or assets of an Unrestricted Subsidiary of the Company or (c) payable to the Company or any Restricted Subsidiary of the Company or to all holders of Capital Stock of a Restricted Subsidiary on a pro rata basis)securities; (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, any Equity Interests of the Company including in connection with any merger or consolidation involving the Companyconsolidation; (iii) make any Equity Interests of the Companyprincipal payment on, or purchase, redeem, defease, retire or otherwise acquire for value, prior to any Equity Interests scheduled principal payment, sinking fund or maturity, any Subordinated Indebtedness of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of (other than the Companyprincipal payment on, (b) any Equity Interests then being issued by or the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption redemption, defeasance, retirement or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect tofor value of, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Subordinated Indebtedness made in satisfaction of or anticipation of satisfying any a sinking fund payment due obligation, principal installment or final maturity within one year from of the due date of acquisitionsuch obligation, installment or final maturity); or (iv) make any Restricted Investment (all such payments and other than Permitted Investments) (each of the foregoing actions set forth in clauses (i), (ii), (iii) through and (iv) above being collectively referred to as a “Restricted PaymentsPayment”), unless, if at the time of and such Restricted Payment or immediately after giving effect to such Restricted Paymentthereto:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary is not wholly owned, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on a pro rata basis); Subsidiary, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or payment, any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated obligations purchased in anticipation of satisfying any a sinking fund payment due within one year from the date of acquisition; obligation, principal installment or final maturity, or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment:

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiaries, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the CompanyCompany or any of its Restricted Subsidiaries) or to any direct or indirect holders of the Company’s Equity Interests in their capacity as such except (other than A) dividends or distributions (a) payable in Equity Interests its Capital Stock (other than Disqualified Stock) or in options, warrants or other rights to purchase such Capital Stock and (B) dividends or distributions payable to the Company or a Restricted Subsidiary of the CompanyCompany (and if such Restricted Subsidiary is not a Wholly-Owned Subsidiary, (b) payable in to its other holders of Capital Stock or assets other equity interests, as applicable, on a pro rata basis), (ii) purchase, redeem, retire or otherwise acquire for value any Capital Stock of an Unrestricted the Company held by Persons other than a Restricted Subsidiary of the Company or any Capital Stock of a Restricted Subsidiary of the Company held by any Affiliate of the Company, other than another Restricted Subsidiary (cin either case, other than in exchange for its Capital Stock (other than Disqualified Stock)), (iii) payable purchase, repurchase, redeem, defease or otherwise acquire or retire for value, prior to scheduled maturity, scheduled repayment or scheduled sinking fund payment, any Subordinated Obligations (other than the purchase, repurchase or other acquisition of Subordinated Obligations purchased in anticipation of satisfying a sinking fund obligation, principal installment or final maturity, in each case due within one year of the date of purchase, repurchase or acquisition) or (iv) make any Investment (other than a Permitted Investment) in any Unrestricted Subsidiary or any other Person (any such dividend, distribution, purchase, redemption, repurchase, defeasance, other acquisition, retirement or Investment being herein referred to in clauses (i) through (iv) as a "Restricted Payment"), if at the time the Company or such Restricted Subsidiary makes such Restricted Payment: (A) a Default shall have occurred and be continuing (or would result therefrom); or (B) the Company is not able to Incur an additional $1.00 of Indebtedness pursuant to Section 3.3(a); or (C) the aggregate amount of such Restricted Payment and all other Restricted Payments declared or made (without double counting) subsequent to the Issue Date would exceed the sum of: (1) 50% of the Consolidated Net Income accrued during the period (treated as one accounting period) from the Issue Date to the end of the most recent fiscal quarter ending prior to the date of such Restricted Payment as to which financial results are available (or, in case such Consolidated Net Income is a deficit, minus 100% of such deficit); (2) the aggregate Net Cash Proceeds received by the Company from the issue or sale of its Capital Stock (other than Disqualified Stock) or other capital contributions subsequent to the Issue Date (other than net proceeds received from an issuance or sale of such Capital Stock to a Subsidiary of the Company or an employee stock ownership plan or similar trust to the extent such sale to an employee stock ownership plan or similar trust is financed by loans 48 40 from or guaranteed by the Company or any Restricted Subsidiary unless such loans have been repaid with cash on or prior to the date of determination); (3) the amount by which Indebtedness of the Company is reduced on the Company's balance sheet upon the conversion or exchange (other than by a Subsidiary of the Company) subsequent to the Issue Date of any Indebtedness of the Company convertible or exchangeable for Capital Stock of the Company (less the amount of any cash, or other property, distributed by the Company upon such conversion or exchange); and (4) the amount equal to the net reduction in Investments made by the Company or any of its Restricted Subsidiaries in any Person resulting from (x) repurchases or redemptions of such Investments by such Person, proceeds realized upon the sale of such Investment to an unaffiliated purchaser, repayments of loans or advances or other transfers of assets (including by way of dividend or distribution) by such Person to the Company or any Restricted Subsidiary of the Company or to all holders (y) the redesignation of Capital Stock of a Restricted Subsidiary on a pro rata basis); (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Unrestricted Subsidiaries as Restricted Subsidiaries (other than (avalued in each case as provided in the definition of "Investment") not to exceed, in the case of any such Equity Interests owned Unrestricted Subsidiary, the amount of Investments previously made by the Company or any Restricted Subsidiary in such Unrestricted Subsidiary, which amount was included in the calculation of the Companyamount of Restricted Payments; provided, however, that no amount shall be included under this clause (b4) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made extent it is already included in anticipation of satisfying any sinking fund payment due within one year from the date of acquisition; or (iv) make any Restricted Investment (all such payments and other actions set forth in clauses (i) through (iv) above being collectively referred to as “Restricted Payments”), unless, at the time of and after giving effect to such Restricted Payment:Consolidated Net Income.

Limitation on Restricted Payments. (a) The Company shall not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to, (i) declare or pay any dividend or make any other payment or distribution on account Capital Stock of the Company’s Equity Interests (including, without limitation, Company or any Subsidiary or make any payment in connection with any merger or consolidation involving to the Company) or to any direct or indirect holders (in their capacities as such) of Capital Stock of the Company’s Equity Interests in their capacity Company or any Subsidiary; provided, however, that the Company or any such Subsidiary may declare (w) so long as the Consolidated Fixed Charge Ratio is greater than 1.25 to 1 at the time of such declaration, dividends payable to holders of the Exchangeable Preferred, (other than x) dividends or distributions (a) payable solely in Equity Interests Capital Stock (other than Disqualified Stock) of the Companyor in options, warrants or other rights to purchase Capital Stock (other than Disqualified Stock), (by) payable in Capital Stock the case of a Subsidiary, dividends or assets of an Unrestricted Subsidiary of the Company or (c) distributions payable to the Company or to a Subsidiary and, with respect to any Restricted such Subsidiary of making such a dividend or distribution which became a Subsidiary after the Company or to all holders of Capital Stock of a Restricted Subsidiary date on which the Securities were originally issued and which has minority stockholders, a pro rata basis)dividend or distribution to such minority stockholders, or (z) dividends that are required to be paid by Essex pursuant to the Thailand Stock exchange Agreement; (ii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests Capital Stock of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any principal payment on or with respect toon, or purchase, redeemdefease, repayrepurchase, defease redeem or otherwise acquire or retire for value, any Indebtedness of the Company or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding Subordinated Obligations (aother than (A) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or (c) the purchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations acquired in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition, or (B) subject to the subordination provisions contained in the Indenture relating to the Senior Subordinated Notes (the "Subordinated Indenture"), redemptions of Senior 41 Subordinated Notes required under Sections 4.4 and 4.12 of the Subordinated Indenture); or (iv) make any Restricted Investment or guarantee any Restricted Investment in any person (all any such payments and dividend, distribution, payment, purchase, redemption, defeasance, repurchase, other actions set forth acquisition or retirement, Restricted Investment or guarantee described in clauses (i) through (iv) above being collectively hereinafter referred to as “Restricted Payments”), unless, at the time of and after giving effect to such a "Restricted Payment:").

Limitation on Restricted Payments. (a) The Company shall --------------------------------- not, and shall not permit any of its Restricted Subsidiaries toSubsidiary, directly or indirectly, to (i) declare or pay any dividend or make any other payment or distribution on account or in respect of the Company’s Equity Interests its Capital Stock (including, without limitation, including any payment in connection with any merger or consolidation involving the Company) or similar payment to any the direct or indirect holders of the Company’s Equity Interests in their capacity as such (other than its Capital Stock except dividends or distributions (a) payable solely in Equity Interests its Capital Stock (other than Disqualified Stock) of the Company, (b) and except dividends or distributions payable in Capital Stock or assets of an Unrestricted Subsidiary of to the Company or another Restricted Subsidiary (cand, if such Restricted Subsidiary has shareholders other than the Company or other Restricted Subsidiaries, to its other shareholders on a pro rata basis), (ii) payable to purchase, redeem, retire or otherwise acquire for value any Capital Stock of the Company or any Restricted Subsidiary of held by Persons other than the Company or to all holders of Capital Stock of a another Restricted Subsidiary on a pro rata basis); Subsidiary, (iiiii) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving the Company) any Equity Interests of the Company, or any Equity Interests of any of its Restricted Subsidiaries (other than (a) any such Equity Interests owned by the Company or any Restricted Subsidiary of the Company, (b) any Equity Interests then being issued by the Company or a Restricted Subsidiary of the Company, (c) any Investment in a Person that, after giving effect to such Investment, is a Restricted Subsidiary of the Company or (d) any purchase, redemption or other acquisition of other Equity Interests made by a Restricted Subsidiary on a pro rata basis from all shareholders of such Restricted Subsidiary); (iii) make any payment on or with respect to, or purchaserepurchase, redeem, repay, defease or otherwise acquire or retire for value, any Indebtedness of the Company prior to scheduled maturity, scheduled repayment or any Guarantor that is subordinated in right of payment to the Notes or any Guarantee thereof, excluding (a) any intercompany Indebtedness between or among the Company and any of its Restricted Subsidiaries, (b) a regularly scheduled payment of interest or principal or sinking fund payment or any Subordinated Obligations (c) other than the purchase purchase, repurchase or other acquisition of such subordinated Indebtedness made Subordinated Obligations purchased in anticipation of satisfying any a sinking fund payment obligation, principal installment or final maturity, in each case due within one year from of the date of acquisition; ) or (iv) make any Restricted Investment (all other than a Permitted Investment) in any Person (any such payments and dividend, distribution, purchase, redemption, repurchase, defeasance, other actions set forth in clauses (i) through (iv) above acquisition, retirement or Investment being collectively herein referred to as “a "Restricted Payments”), unless, Payment") if at the time of and after giving effect to the Company or such Restricted Subsidiary makes such Restricted Payment: