Common use of Limitations on Dividends Clause in Contracts

Limitations on Dividends. If at any time the Corporation shall have declared a dividend on the Series A-1 Preferred Stock and failed to pay or set aside consideration sufficient to pay such dividend, or if the Corporation declares a cash dividend on the shares of Common Stock and fails to pay or set aside the Participating Dividend required to be paid to the holders of the Series A-1 Preferred Stock, then (i) the Corporation shall not declare or pay any dividend on or make any distribution with respect to any Parity Stock or Junior Stock or set aside any money or assets for any such purpose until such dividend payable to the holders of Series A-1 Preferred Stock has been paid or consideration sufficient to pay such dividend has been set aside for such purpose, and (ii) neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any shares of Series A-1 Preferred Stock, Parity Stock or Junior Stock, or set aside any money or assets for any such purpose, a sinking fund or otherwise, unless all then outstanding shares of any class or series of Parity Stock that by the terms of the instrument creating or evidencing such Parity Stock is required to be redeemed under such circumstances are redeemed or exchanged pursuant to the terms hereof and thereof. Neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any Parity Stock or Junior Stock, or set aside any money or assets for any such purpose, if after giving effect to such redemption, exchange, purchase or other acquisition, the amount (as determined by the Board of Directors in good faith) that would be available for distribution to the holders of the Series A-1 Preferred Stock upon liquidation, dissolution or winding up of the Corporation if such liquidation, dissolution or winding up were to occur on the date fixed for such redemption, exchange, purchase or other acquisition of such Parity Stock or Junior Stock would be less than the aggregate Liquidation Preference as of such date of all shares of Series A-1 Preferred Stock then outstanding. Nothing contained in this Section 4 shall prevent (i) except with respect to the requirement to pay Participating Dividends to the holders of shares of Series A-1 Preferred Stock as set forth in the first paragraph of this Section 4, the payment of dividends on any Junior Stock solely in shares of Junior Stock or the redemption, purchase or other acquisition of Junior Stock solely in exchange for (together with a cash adjustment for fractional shares, if any) shares of Junior Stock, or (ii) the payment of dividends on any Parity Stock solely in shares of Parity Stock and/or Junior Stock or the redemption, exchange, purchase or other acquisition of Parity Stock solely in exchange for (together with a cash adjustment for fractional shares, if any), or through the application of the proceeds from the sale of, shares of Parity Stock and/or Junior Stock. All provisions of this Section 4 are for the sole benefit of the holders of Series A-1 Preferred Stock and accordingly, if the holders of shares of Series A-1 Preferred Stock shall have waived in whole or in part the benefit of the applicable provisions, either generally or in the specific instance, such provision shall not (to the extent of such waiver, in the case of a partial waiver) restrict the redemption, exchange, purchase or other acquisition of, or declaration, payment or making of any dividends or distributions on the New Convertible Preferred Stock, any Parity Stock or any Junior Stock.

Limitations on Dividends. If at any time the Corporation shall have declared a dividend on the Series A-1 C-1 Preferred Stock and failed to pay or set aside consideration sufficient to pay such dividend, or if the Corporation declares a cash dividend on the shares of Common Stock and fails to pay or set aside the Participating Dividend required to be paid to the holders of the Series A-1 C-1 Preferred Stock, then (i) the Corporation shall not declare or pay any dividend on or make any distribution with respect to any Parity Stock or Junior Stock or set aside any money or assets for any such purpose until such dividend payable to the holders of Series A-1 C-1 Preferred Stock has been paid or consideration sufficient to pay such dividend has been set aside for such purpose, and (ii) neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any shares of Series A-1 C-1 Preferred Stock, Parity Stock or Junior Stock, or set aside any money or assets for any such purpose, a sinking fund or otherwise, unless all then outstanding shares of any class or series of Parity Stock that by the terms of the instrument creating or evidencing such Parity Stock is required to be redeemed under such circumstances are redeemed or exchanged pursuant to the terms hereof and thereof. Neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any Parity Stock or Junior Stock, or set aside any money or assets for any such purpose, if after giving effect to such redemption, exchange, purchase or other acquisition, the amount (as determined by the Board of Directors in good faith) that would be available for distribution to the holders of the Series A-1 C-1 Preferred Stock upon liquidation, dissolution or winding up of the Corporation if such liquidation, dissolution or winding up were to occur on the date fixed for such redemption, exchange, purchase or other acquisition of such Parity Stock or Junior Stock would be less than the aggregate Liquidation Preference as of such date of all shares of Series A-1 C-1 Preferred Stock then outstanding. Nothing contained in this Section 4 shall prevent (i) except with respect to the requirement to pay Participating Dividends to the holders of shares of Series A-1 Preferred Stock as set forth in the first paragraph of this Section 4, the payment of dividends on any Junior Stock solely in shares of Junior Stock or the redemption, purchase or other acquisition of Junior Stock solely in exchange for (together with a cash adjustment for fractional shares, if any) shares of Junior Stock, or (ii) the payment of dividends on any Parity Stock solely in shares of Parity Stock and/or Junior Stock or the redemption, exchange, purchase or other acquisition of Parity Stock solely in exchange for (together with a cash adjustment for fractional shares, if any), or through the application of the proceeds from the sale of, shares of Parity Stock and/or Junior Stock. All provisions of this Section 4 are for the sole benefit of the holders of Series A-1 C-1 Preferred Stock and accordingly, if the holders of shares of Series A-1 C-1 Preferred Stock shall have waived in whole or in part the benefit of the applicable provisions, either generally or in the specific instance, such provision shall not (to the extent of such waiver, in the case of a partial waiver) restrict the redemption, exchange, purchase or other acquisition of, or declaration, payment or making of any dividends or distributions on the New Convertible Series C-1 Preferred Stock, any Parity Stock or any Junior Stock.

Limitations on Dividends. If at any time The Borrower and the Corporation shall have declared a dividend on Parent Guarantors and the Series A-1 Preferred Stock and failed to pay or set aside consideration sufficient to pay such dividend, or if the Corporation declares a cash dividend on the shares of Common Stock and fails to pay or set aside the Participating Dividend required to be paid to the holders of the Series A-1 Preferred Stock, then (i) the Corporation shall Restricted Subsidiaries will not declare or pay any dividend on dividends (other than dividends payable solely in its Capital Stock) or return any capital to its equityholders or make any distribution other distribution, payment or delivery of property or cash to its equityholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Capital Stock or the Capital Stock of any direct or indirect parent now or hereafter outstanding (or any options or warrants or equity appreciation rights issued with respect to any Parity Stock or Junior Stock or set aside any money or assets for any such purpose until such dividend payable to the holders of Series A-1 Preferred Stock has been paid or consideration sufficient to pay such dividend has been set aside for such purpose, and (ii) neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any shares of Series A-1 Preferred its Capital Stock, Parity Stock or Junior Stock), or set aside any money or assets funds for any such purposeof the foregoing purposes, a sinking fund or otherwise, unless all then outstanding permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration any shares of any class or series of Parity Stock that by the terms of the instrument creating Capital Stock of any Parent Guarantor or evidencing such Parity Stock is required the Borrower, now or hereafter outstanding (or any options or warrants or equity appreciation rights issued with respect to be redeemed under such circumstances are redeemed any of its Capital Stock) (all of the foregoing “dividends”); provided that, except in the case of clauses (d) and (e) below, so long as no Default or exchanged pursuant to the terms hereof and thereof. Neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase Event of Default exists or otherwise acquire any Parity Stock or Junior Stock, or set aside any money or assets for any such purpose, if would exist after giving effect thereto, (a) each of each Parent Guarantor and the Borrower may redeem in whole or in part any of its Capital Stock for another class of Capital Stock or rights to acquire its Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Capital Stock; provided that such redemptionother class of Capital Stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Capital Stock redeemed thereby; (b) the Borrower may declare and pay dividends and/or make distributions to the Parent Companies, exchangeand the Parent Companies may declare and pay dividends and/or make distributions to Holdings, purchase and Holdings may declare and pay dividends and/or make distributions to Parent, to enable Parent to repurchase shares of its Capital Stock (or other acquisitionany options or warrants or equity appreciation rights issued with respect to any of its Capital Stock) held by officers, directors and employees of Parent, Holdings, the Parent Companies, the Borrower and its Subsidiaries so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements; provided that the aggregate amount (as determined of dividends made by the Board of Directors in good faithBorrower pursuant to this clause (b) that would be available for distribution to the holders of the Series A-1 Preferred Stock upon liquidation, dissolution or winding up of the Corporation if such liquidation, dissolution or winding up were to occur on the date fixed for such redemption, exchange, purchase or other acquisition of such Parity Stock or Junior Stock would be less than the aggregate Liquidation Preference as of such date of all shares of Series A-1 Preferred Stock then outstanding. Nothing contained in this Section 4 shall prevent not exceed (i) except $10,000,000 in any fiscal year (with respect unused amounts in any fiscal year being carried over to the requirement succeeding fiscal years subject to pay Participating Dividends to the holders a maximum of shares of Series A-1 Preferred Stock as set forth $20,000,000 in the first paragraph of this Section 4, the payment of dividends on any Junior Stock solely in shares of Junior Stock or the redemption, purchase or other acquisition of Junior Stock solely in exchange for (together with a cash adjustment for fractional shares, if any) shares of Junior Stockfiscal year), or (ii) $70,000,000 in the payment aggregate after the Closing Date; (c) the Borrower may declare and pay dividends to the Parent Companies, the Parent Companies may declare and pay dividends to Holdings, and Holdings may declare and pay dividends to Parent; provided that the amount of any such dividends on pursuant to this clause (c) shall not exceed an amount equal to the Applicable Amount at such time; (d) the Borrower may declare and pay dividends and/or make distributions to the Parent Companies, the Parent Companies may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay dividends and/or make distributions to Parent, solely to pay (i) administrative and similar expenses actually incurred by Holdings or Parent related to ownership of Holdings, the Parent Companies and the Borrower; provided that the amount of such dividends and/or distributions does not exceed in any Parity Stock solely fiscal year the amount of such expenses payable for such fiscal year (it being understood that such expenses shall in shares of Parity Stock and/or Junior Stock or no event exceed $1,000,000 in the redemption, exchange, purchase or other acquisition of Parity Stock solely in exchange for (together with a cash adjustment for fractional shares, if anyaggregate per fiscal year), or through (ii) payments permitted pursuant to Section 9.9(a) or (b); (e) the application Borrower may make tax distributions pursuant to Section 4.1(b) of the proceeds from Borrower’s limited liability company agreement to the sale ofParent Companies in amounts sufficient so that each Parent Company may (i) pay its U.S. federal, shares state, local and non-United States income taxes, franchise taxes or similar taxes attributable to the operation and business of Parity Stock and/or Junior Stock. All provisions the Borrower and its Subsidiaries and (ii) make distributions to Holdings, and Holdings may make distributions to Parent, so that each of Holdings and Parent can pay franchise or similar taxes attributable to the operations and business of the Borrower and its Subsidiaries (distributions pursuant to this clause (e) are referred to as “Tax Distributions”); provided that (i) income tax distributions made with respect to any taxable period (or portion thereof) to any Parent Company shall be made based on the items of income, gain, loss and deduction that are (or are reasonably estimated to be) allocable to such Parent Company for such period under the Borrower’s limited liability company agreement (taking into account any loss or credit carryovers or other tax attributes that are available to offset the income of such Parent Company in such period) and (ii) each Parent Company promptly shall pay over any tax distributions made pursuant to this Section 4 are for 10.6 to the sole benefit appropriate taxing authority; (f) the Permitted Tax Distribution/Contribution shall be permitted; (g) distributions by the Borrower to the Parent Guarantors of any Subsidiary in connection with a disposition by Holdings or a Parent Guarantor permitted under Section 10.4; (h) dividends by a Restricted Subsidiary to the holders of Series A-1 Preferred its Capital Stock on a pro rata basis; and accordingly(i) after the occurrence of a Qualified IPO, if the holders Borrower may declare and pay dividends of shares of Series A-1 Preferred Stock shall have waived in whole or in part the benefit up to 6.00% per annum of the applicable provisions, either generally net cash proceeds received by (or in the specific instance, contributed to) Borrower from such provision shall not (to the extent of such waiver, in the case of a partial waiver) restrict the redemption, exchange, purchase or other acquisition of, or declaration, payment or making of any dividends or distributions on the New Convertible Preferred Stock, any Parity Stock or any Junior StockQualified IPO.

Limitations on Dividends. If at So long as any time the Corporation shall have declared a dividend on the Series A-1 shares of Convertible Preferred Stock and failed to pay shall be outstanding, no dividend or set aside consideration sufficient to pay such dividendany other distribution, whether in cash or property, or if the Corporation declares a cash dividend on the shares of Common Stock and fails to pay or Convertible Preferred Stock Junior Securities (each, “Junior Dividend Securities”), shall be declared, set aside the Participating Dividend required to or paid, nor shall any other distribution be paid to the holders of the Series A-1 Preferred Stockmade, then (i) the Corporation shall not declare directly or pay any dividend indirectly, on or make any distribution with respect to any Parity Stock or Junior Stock or set aside any money or assets for any such purpose until such dividend payable to the holders of Series A-1 Preferred Stock has been paid or consideration sufficient to pay such dividend has been set aside for such purposeDividend Securities, and (ii) neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any shares of Series A-1 Preferred StockJunior Dividend Securities be purchased, Parity Stock or Junior Stockredeemed, or set aside otherwise acquired for value by the Corporation, or any money monies be paid to or assets made available for any such purpose, a sinking fund or otherwise, unless all then outstanding shares for the redemption of any class or series such Junior Dividend Securities (except for acquisitions of Parity Stock that Junior Dividend Securities by the terms of the instrument creating or evidencing such Parity Stock is required to be redeemed under such circumstances are redeemed or exchanged Corporation pursuant to agreements entered into in the terms hereof and thereof. Neither ordinary course with employees, officers or directors (in their capacities as such) which permit the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any Parity Stock or Junior Stock, or set aside any money or assets to repurchase such shares upon termination of services to the Corporation) for any such purpose, if after giving effect to such redemption, exchange, purchase or other acquisition, the amount period until all accrued and unpaid dividends (as determined by the Board of Directors in good faith) that would be available for distribution to the holders of the Series A-1 Preferred Stock upon liquidation, dissolution or winding up of the Corporation if such liquidation, dissolution or winding up were to occur on the date fixed for such redemption, exchange, purchase or other acquisition of such Parity Stock or Junior Stock would be less than the aggregate Liquidation Preference as of such date of all shares of Series A-1 Preferred Stock then outstanding. Nothing contained in this Section 4 shall prevent (i) except with respect to the requirement to pay Participating Dividends to the holders of shares of Series A-1 Preferred Stock as set forth in Section 2(a) above) on the first paragraph of this Section 4, the payment of dividends on any Junior Stock solely in shares of Junior Stock or the redemption, purchase or other acquisition of Junior Stock solely in exchange for (together with a cash adjustment for fractional shares, if any) shares of Junior Stock, or (ii) the payment of dividends on any Parity Stock solely in shares of Parity Stock and/or Junior Stock or the redemption, exchange, purchase or other acquisition of Parity Stock solely in exchange for (together with a cash adjustment for fractional shares, if any), or through the application of the proceeds from the sale of, shares of Parity Stock and/or Junior Stock. All provisions of this Section 4 are for the sole benefit of the holders of Series A-1 Preferred Stock and accordingly, if the holders of shares of Series A-1 Convertible Preferred Stock shall have waived been declared, set apart and paid to the Convertible Preferred Stockholders and all other series of Convertible Preferred Stock Parity Securities then outstanding, if any, for all past dividend periods and the then current dividend period in whole accordance with the terms hereof. When such dividends are not paid in full (or a sum sufficient for such full payment is not so set apart) upon the shares of Convertible Preferred Stock and any Convertible Preferred Stock Parity Securities, all dividends declared upon shares of Convertible Preferred Stock and any Convertible Preferred Stock Parity Securities shall be declared pro rata so that the amount of dividends declared per share of Convertible Preferred Stock and such other series of Convertible Preferred Stock Parity Securities shall in part all cases bear to each other the benefit same ratio that accrued dividends per share on Convertible Preferred Stock and such other series of the applicable provisions, either generally or in the specific instance, such provision Convertible Preferred Stock Parity Securities (which shall not (to the extent include any accrual in respect of unpaid dividends for prior dividend periods if such waiver, in the case of a partial waiver) restrict the redemption, exchange, purchase or other acquisition of, or declaration, payment or making of any dividends or distributions on the New Convertible Preferred Stock, any Stock Parity Stock or any Junior StockSecurities do not have a cumulative dividend) bear to each other.

Limitations on Dividends. If at any time The Borrower and the Corporation shall have declared a dividend on Parent Guarantors and the Series A-1 Preferred Stock and failed to pay or set aside consideration sufficient to pay such dividend, or if the Corporation declares a cash dividend on the shares of Common Stock and fails to pay or set aside the Participating Dividend required to be paid to the holders of the Series A-1 Preferred Stock, then (i) the Corporation shall Restricted Subsidiaries will not declare or pay any dividend on dividends (other than dividends payable solely in its Capital Stock) or return any capital to its equityholders or make any distribution other distribution, payment or delivery of property or cash to its equityholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Capital Stock or the Capital Stock of any direct or indirect parent now or hereafter outstanding (or any options or warrants or equity appreciation rights issued with respect to any Parity Stock or Junior Stock or set aside any money or assets for any such purpose until such dividend payable to the holders of Series A-1 Preferred Stock has been paid or consideration sufficient to pay such dividend has been set aside for such purpose, and (ii) neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any shares of Series A-1 Preferred its Capital Stock, Parity Stock or Junior Stock), or set aside any money or assets funds for any such purposeof the foregoing purposes, a sinking fund or otherwise, unless all then outstanding permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration any shares of any class or series of Parity Stock that by the terms of the instrument creating Capital Stock of any Parent Guarantor or evidencing such Parity Stock is required the Borrower, now or hereafter outstanding (or any options or warrants or equity appreciation rights issued with respect to be redeemed under such circumstances are redeemed any of its Capital Stock) (all of the foregoing “dividends”); provided that, except in the case of clauses (d) and (e) below, so long as no Default or exchanged pursuant to the terms hereof and thereof. Neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase Event of Default exists or otherwise acquire any Parity Stock or Junior Stock, or set aside any money or assets for any such purpose, if would exist after giving effect thereto, (a) each of each Parent Guarantor and the Borrower may redeem in whole or in part any of its Capital Stock for another class of Capital Stock or rights to acquire its Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Capital Stock; provided that such redemptionother class of Capital Stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Capital Stock redeemed thereby; (b) the Borrower may declare and pay dividends and/or make distributions to the Parent Companies, exchangeand the Parent Companies may declare and pay dividends and/or make distributions to Holdings, purchase and Holdings may declare and pay dividends and/or make distributions to Parent, to enable Parent to repurchase shares of its Capital Stock (or other acquisitionany options or warrants or equity appreciation rights issued with respect to any of its Capital Stock) held by officers, directors and employees of Parent, Holdings, the Parent Companies, the Borrower and its Subsidiaries so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements; provided that the aggregate amount (as determined of dividends made by the Board of Directors in good faithBorrower pursuant to this clause (b) that would be available for distribution to the holders of the Series A-1 Preferred Stock upon liquidation, dissolution or winding up of the Corporation if such liquidation, dissolution or winding up were to occur on the date fixed for such redemption, exchange, purchase or other acquisition of such Parity Stock or Junior Stock would be less than the aggregate Liquidation Preference as of such date of all shares of Series A-1 Preferred Stock then outstanding. Nothing contained in this Section 4 shall prevent not exceed (i) except $10,000,000 in any fiscal year (with respect unused amounts in any fiscal year being carried over to the requirement succeeding fiscal years subject to pay Participating Dividends to the holders a maximum of shares of Series A-1 Preferred Stock as set forth $20,000,000 in the first paragraph of this Section 4, the payment of dividends on any Junior Stock solely in shares of Junior Stock or the redemption, purchase or other acquisition of Junior Stock solely in exchange for (together with a cash adjustment for fractional shares, if any) shares of Junior Stockfiscal year), or (ii) $70,000,000 in the payment aggregate after the Closing Date; (c) the Borrower may declare and pay dividends to the Parent Companies, the Parent Companies may declare and pay dividends to Holdings, and Holdings may declare and pay dividends to Parent; provided that the amount of any such dividends on pursuant to this clause (c) shall not exceed an amount equal to the Applicable Amount at such time; (d) the Borrower may declare and pay dividends and/or make distributions to the Parent Companies, the Parent Companies may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay dividends and/or make distributions to Parent, solely to pay (i) administrative and similar expenses actually incurred by Holdings or Parent related to ownership of Holdings, the Parent Companies and the Borrower; provided that the amount of such dividends and/or distributions does not exceed in any Parity Stock solely fiscal year the amount of such expenses payable for such fiscal year (it being understood that such expenses shall in shares of Parity Stock and/or Junior Stock or no event exceed $1,000,000 in the redemption, exchange, purchase or other acquisition of Parity Stock solely in exchange for (together with a cash adjustment for fractional shares, if anyaggregate per fiscal year), or through (ii) payments permitted pursuant to Section 9.9(a) or (b); (e) the application Borrower may make tax distributions pursuant to Section 4.1(b) of the proceeds from Borrower’s limited liability company agreement to the sale ofParent Companies in amounts sufficient so that each Parent Company may (i) pay its U.S. federal, shares state, local and non-United States income taxes, franchise taxes or similar taxes attributable to the operation and business of Parity Stock and/or Junior Stock. All provisions the Borrower and its Subsidiaries and (ii) make distributions to Holdings, and Holdings may make distributions to Parent, so that each of Holdings and Parent can pay franchise or similar taxes attributable to the operations and business of the Borrower and its Subsidiaries (distributions pursuant to this clause (e) are referred to as “Tax Distributions”); provided that (i) income tax distributions made with respect to any taxable period (or portion thereof) to any Parent Company shall be made based on the items of income, gain, loss and deduction that are (or are reasonably estimated to be) allocable to such Parent Company for such period under the Borrower’s limited liability company agreement (taking into account any loss or credit carryovers or other tax attributes that are available to offset the income of such Parent Company in such period) and (ii) each Parent Company promptly shall pay over any tax distributions made pursuant to this Section 4 are for 10.6 to the sole benefit appropriate taxing authority; (f) the Permitted Tax Distribution/Contribution shall be permitted; (g) distributions by the Borrower to the Parent Guarantors of any Subsidiary in connection with a disposition by Holdings or a Parent Guarantor permitted under Section 10.4; and (h) dividends by a Restricted Subsidiary to the holders of Series A-1 Preferred its Capital Stock and accordingly, if the holders of shares of Series A-1 Preferred Stock shall have waived in whole or in part the benefit of the applicable provisions, either generally or in the specific instance, such provision shall not (to the extent of such waiver, in the case of on a partial waiver) restrict the redemption, exchange, purchase or other acquisition of, or declaration, payment or making of any dividends or distributions on the New Convertible Preferred Stock, any Parity Stock or any Junior Stockpro rata basis.

Limitations on Dividends. If at any time The Borrower and the Corporation shall have declared a dividend on Parent Guarantors and the Series A-1 Preferred Stock and failed to pay or set aside consideration sufficient to pay such dividend, or if the Corporation declares a cash dividend on the shares of Common Stock and fails to pay or set aside the Participating Dividend required to be paid to the holders of the Series A-1 Preferred Stock, then (i) the Corporation shall Restricted Subsidiaries will not declare or pay any dividend on dividends (other than dividends payable solely in its Capital Stock) or return any capital to its equityholders or make any distribution other distribution, payment or delivery of property or cash to its equityholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Capital Stock or the Capital Stock of any direct or indirect parent now or hereafter outstanding (or any options or warrants or equity appreciation rights issued with respect to any Parity Stock or Junior Stock or set aside any money or assets for any such purpose until such dividend payable to the holders of Series A-1 Preferred Stock has been paid or consideration sufficient to pay such dividend has been set aside for such purpose, and (ii) neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any shares of Series A-1 Preferred its Capital Stock, Parity Stock or Junior Stock), or set aside any money or assets funds for any such purposeof the 118 foregoing purposes, a sinking fund or otherwise, unless all then outstanding permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration any shares of any class or series of Parity Stock that by the terms of the instrument creating Capital Stock of any Parent Guarantor or evidencing such Parity Stock is required the Borrower, now or hereafter outstanding (or any options or warrants or equity appreciation rights issued with respect to be redeemed under such circumstances are redeemed any of its Capital Stock) (all of the foregoing “dividends”); provided that, except in the case of clauses (d) and (e) below, so long as no Default or exchanged pursuant to the terms hereof and thereof. Neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase Event of Default exists or otherwise acquire any Parity Stock or Junior Stock, or set aside any money or assets for any such purpose, if would exist after giving effect thereto, (a) each of each Parent Guarantor and the Borrower may redeem in whole or in part any of its Capital Stock for another class of Capital Stock or rights to acquire its Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Capital Stock; provided that such redemptionother class of Capital Stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Capital Stock redeemed thereby; (b) the Borrower may declare and pay dividends and/or make distributions to the Parent Companies, exchangeand the Parent Companies may declare and pay dividends and/or make distributions to Holdings, purchase and Holdings may declare and pay dividends and/or make distributions to Parent, to enable Parent to repurchase shares of its Capital Stock (or other acquisitionany options or warrants or equity appreciation rights issued with respect to any of its Capital Stock) held by officers, directors and employees of Parent, Holdings, the Parent Companies, the Borrower and its Subsidiaries so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements; provided that the aggregate amount (as determined of dividends made by the Board of Directors in good faithBorrower pursuant to this clause (b) that would be available for distribution to the holders of the Series A-1 Preferred Stock upon liquidation, dissolution or winding up of the Corporation if such liquidation, dissolution or winding up were to occur on the date fixed for such redemption, exchange, purchase or other acquisition of such Parity Stock or Junior Stock would be less than the aggregate Liquidation Preference as of such date of all shares of Series A-1 Preferred Stock then outstanding. Nothing contained in this Section 4 shall prevent not exceed (i) except $10,000,000 in any fiscal year (with respect unused amounts in any fiscal year being carried over to the requirement succeeding fiscal years subject to pay Participating Dividends to the holders a maximum of shares of Series A-1 Preferred Stock as set forth $20,000,000 in the first paragraph of this Section 4, the payment of dividends on any Junior Stock solely in shares of Junior Stock or the redemption, purchase or other acquisition of Junior Stock solely in exchange for (together with a cash adjustment for fractional shares, if any) shares of Junior Stockfiscal year), or (ii) $70,000,000 in the payment aggregate after the Closing Date; (c) the Borrower may declare and pay dividends to the Parent Companies, the Parent Companies may declare and pay dividends to Holdings, and Holdings may declare and pay dividends to Parent; provided that the amount of any such dividends on pursuant to this clause (c) shall not exceed an amount equal to the Applicable Amount at such time; (d) the Borrower may declare and pay dividends and/or make distributions to the Parent Companies, the Parent Companies may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay dividends and/or make distributions to Parent, solely to pay (i) administrative and similar expenses actually incurred by Holdings or Parent related to ownership of Holdings, the Parent Companies and the Borrower; provided that the amount of such dividends and/or distributions does not exceed in any Parity Stock solely fiscal year the amount of such expenses payable for such fiscal year (it being understood that such expenses shall in shares of Parity Stock and/or Junior Stock or no event exceed $1,000,000 in the redemption, exchange, purchase or other acquisition of Parity Stock solely in exchange for (together with a cash adjustment for fractional shares, if anyaggregate per fiscal year), or through (ii) payments permitted pursuant to Section 9.9(a) or (b); (e) the application Borrower may make tax distributions pursuant to Section 4.1(b) of the proceeds from Borrower’s limited liability company agreement to the sale ofParent Companies in amounts sufficient so that each Parent Company may (i) pay its U.S. federal, shares state, local and non-United States income taxes, franchise taxes or similar taxes attributable to the operation and business of Parity Stock and/or Junior Stock. All provisions the Borrower and its Subsidiaries and (ii) make distributions to Holdings, and Holdings may make distributions to Parent, so that each of Holdings and Parent can pay franchise or similar taxes attributable to the operations and business of the Borrower and its Subsidiaries (distributions pursuant to this clause (e) are referred to as “Tax Distributions”); provided that (i) income tax distributions made with respect to any taxable period (or portion thereof) to any Parent Company shall be made based on the items of income, gain, loss and deduction that are (or are reasonably estimated to be) allocable to such Parent Company for such period under the Borrower’s limited liability company agreement (taking into account any loss or credit carryovers or other tax attributes that are available to offset the income of such Parent Company in such period) and (ii) each Parent Company promptly shall pay over any tax distributions made pursuant to this Section 4 are for 10.6 to the sole benefit appropriate taxing authority; (f) the Permitted Tax Distribution/Contribution shall be permitted; (g) distributions by the Borrower to the Parent Guarantors of any Subsidiary in connection with a disposition by Holdings or a Parent Guarantor permitted under Section 10.4; (h) dividends by a Restricted Subsidiary to the holders of Series A-1 Preferred its Capital Stock on a pro rata basis; and accordingly(i) after the occurrence of a Qualified IPO, if the holders Borrower may declare and pay dividends of shares of Series A-1 Preferred Stock shall have waived in whole or in part the benefit up to 6.00% per annum of the applicable provisions, either generally net cash proceeds received by (or in the specific instance, contributed to) Borrower from such provision shall not (to the extent of such waiver, in the case of a partial waiver) restrict the redemption, exchange, purchase or other acquisition of, or declaration, payment or making of any dividends or distributions on the New Convertible Preferred Stock, any Parity Stock or any Junior Stock.Qualified IPO. 119

Limitations on Dividends. If at any time The Borrower and the Corporation shall have declared a dividend on Parent Guarantors and the Series A-1 Preferred Stock and failed to pay or set aside consideration sufficient to pay such dividend, or if the Corporation declares a cash dividend on the shares of Common Stock and fails to pay or set aside the Participating Dividend required to be paid to the holders of the Series A-1 Preferred Stock, then (i) the Corporation shall Restricted Subsidiaries will not declare or pay any dividend on dividends (other than dividends payable solely in its Capital Stock) or return any capital to its equityholders or make any distribution other distribution, payment or delivery of property or cash to its equityholders as such, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its Capital Stock or the Capital Stock of any direct or indirect parent now or hereafter outstanding (or any options or warrants or equity appreciation rights issued with respect to any Parity Stock or Junior Stock or set aside any money or assets for any such purpose until such dividend payable to the holders of Series A-1 Preferred Stock has been paid or consideration sufficient to pay such dividend has been set aside for such purpose, and (ii) neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase or otherwise acquire any shares of Series A-1 Preferred its Capital Stock, Parity Stock or Junior Stock), or set aside any money or assets funds for any such purposeof the foregoing purposes, a sinking fund or otherwise, unless all then outstanding permit any of the Restricted Subsidiaries to purchase or otherwise acquire for consideration any shares of any class or series of Parity Stock that by the terms of the instrument creating Capital Stock of any Parent Guarantor or evidencing such Parity Stock is required the Borrower, now or hereafter outstanding (or any options or warrants or equity appreciation rights issued with respect to be redeemed under such circumstances are redeemed any of its Capital Stock) (all of the foregoing “dividends”); provided that, except in the case of clauses (d) and (e) below, so long as no Default or exchanged pursuant to the terms hereof and thereof. Neither the Corporation nor any Subsidiary thereof shall redeem, exchange, purchase Event of Default exists or otherwise acquire any Parity Stock or Junior Stock, or set aside any money or assets for any such purpose, if would exist after giving effect thereto, (a) each of each Parent Guarantor and the Borrower may redeem in whole or in part any of its Capital Stock for another class of Capital Stock or rights to acquire its Capital Stock or with proceeds from substantially concurrent equity contributions or issuances of new shares of its Capital Stock; provided that such redemptionother class of Capital Stock contains terms and provisions at least as advantageous to the Lenders in all respects material to their interests as those contained in the Capital Stock redeemed thereby; (b) the Borrower may declare and pay dividends and/or make distributions to the Parent Companies, exchangeand the Parent Companies may declare and pay dividends and/or make distributions to Holdings, purchase and Holdings may declare and pay dividends and/or make distributions to Parent, to enable Parent to repurchase shares of its Capital Stock (or other acquisitionany options or warrants or equity appreciation rights issued with respect to any of its Capital Stock) held by officers, directors and employees of Parent, Holdings, the Parent Companies, the Borrower and its Subsidiaries so long as such repurchase is pursuant to, and in accordance with the terms of, management and/or employee stock plans, stock subscription agreements or shareholder agreements; provided that the aggregate amount (as determined of dividends made by the Board of Directors in good faithBorrower pursuant to this clause (b) that would be available for distribution to the holders of the Series A-1 Preferred Stock upon liquidation, dissolution or winding up of the Corporation if such liquidation, dissolution or winding up were to occur on the date fixed for such redemption, exchange, purchase or other acquisition of such Parity Stock or Junior Stock would be less than the aggregate Liquidation Preference as of such date of all shares of Series A-1 Preferred Stock then outstanding. Nothing contained in this Section 4 shall prevent not exceed (i) except $10,000,000 in any fiscal year (with respect unused amounts in any fiscal year being carried over to the requirement succeeding fiscal years subject to pay Participating Dividends to the holders a maximum of shares of Series A-1 Preferred Stock as set forth $20,000,000 in the first paragraph of this Section 4, the payment of dividends on any Junior Stock solely in shares of Junior Stock or the redemption, purchase or other acquisition of Junior Stock solely in exchange for (together with a cash adjustment for fractional shares, if any) shares of Junior Stockfiscal year), or (ii) $70,000,000 in the payment aggregate after the Closing Date; (c) the Borrower may declare and pay dividends to the Parent Companies, the Parent Companies may declare and pay dividends to Holdings, and Holdings may declare and pay dividends to Parent; provided that the amount of any such dividends on pursuant to this clause (c) shall not exceed an amount equal to the Applicable Amount at such time; (d) the Borrower may declare and pay dividends and/or make distributions to the Parent Companies, the Parent Companies may declare and pay dividends and/or make distributions to Holdings, and Holdings may declare and pay dividends and/or make distributions to Parent, solely to pay (i) administrative and similar expenses actually incurred by Holdings or Parent related to ownership of Holdings, the Parent Companies and the Borrower; provided that the amount of such dividends and/or distributions does not exceed in any Parity Stock solely fiscal year the amount of such expenses payable for such fiscal year (it being understood that such expenses shall in shares of Parity Stock and/or Junior Stock or no event exceed $1,000,000 in the redemption, exchange, purchase or other acquisition of Parity Stock solely in exchange for (together with a cash adjustment for fractional shares, if anyaggregate per fiscal year), or through (ii) payments permitted pursuant to Section 9.9(a) or (b); (e) the application Borrower may make tax distributions pursuant to Section 4.1(b) of the proceeds from Borrower’s limited liability company agreement to the sale ofParent Companies in amounts sufficient so that each Parent Company may (i) pay its U.S. federal, shares of Parity Stock and/or Junior Stock. All provisions of this Section 4 are for state, local and non-United States income taxes, franchise taxes or similar taxes attributable to the sole benefit operation and business of the holders Borrower and its Subsidiaries and (ii) make distributions to Holdings, and Holdings may make distributions to Parent, so that each of Series A-1 Preferred Stock Holdings and accordingly, if Parent can pay franchise or similar taxes attributable to the holders of shares of Series A-1 Preferred Stock shall have waived in whole or in part the benefit operations and business of the applicable provisions, either generally or in the specific instance, such provision shall not Borrower and its Subsidiaries (distributions pursuant to the extent of such waiver, in the case of a partial waiverthis clause (e) restrict the redemption, exchange, purchase or other acquisition of, or declaration, payment or making of any dividends or distributions on the New Convertible Preferred Stock, any Parity Stock or any Junior Stock.are referred to as “Tax Distributions”); provided that (i) income