Common use of No Restricted Payments Clause in Contracts

No Restricted Payments. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s equity ownership in such Subsidiary) to all holders of such Subsidiary’s equity, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI has assumed from CBII with the consent of the Existing Required Lenders, (e) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as long as (i) at the time of such payments and immediately thereafter, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom; and (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if any, and (f) payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which existed as of March 19, 2002 or to pay interest on other Indebtedness of CBII, so long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have occurred and be continuing and the sum of Availability plus CBI’s and its Subsidiaries’ (other than any Excluded Entity’s) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000, (ii) the aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced, and (iii) immediately prior to each such payment to CBII, a duly authorized officer of CBI executes and delivers an officer’s certificate to the Agent certifying that the conditions set forth in subclauses (i) and (ii) of this clause (f) have been satisfied with respect to such payment.

No Restricted Payments. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to CBI the Borrower or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s equity ownership in such Subsidiary) to all holders of such Subsidiary’s equitythe Borrower, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI Borrower in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI the Borrower has assumed from CBII with the consent of the Existing Required Lenders, (e) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as long as (i) at the time of such payments and immediately thereafter, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom; and (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if anyRestructuring Expenses, and (f) after the effective date of the plan of reorganization for CBII relating to CBII's current bankruptcy proceeding ("CBII Reorganization Consummation"), payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which existed exists as of March 19, 2002 or to pay interest on other Indebtedness such effective date of CBII, so the CBII Reorganization Consummation as long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have occurred and be continuing and the sum of Availability (without giving effect to the Resolution Block) plus CBI’s the Borrower's and its Subsidiaries’ ' (other than any Excluded Entity’s's) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000, 65,000,000 and (ii) the aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced, and (iii) immediately prior to each such payment to CBII, a duly authorized officer of CBI the Borrower executes and delivers an officer’s 's certificate to the Agent certifying that the conditions set forth in subclauses subclause (i) and (ii) of this clause (f) have been satisfied with respect to such payment.

No Restricted Payments. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or No Borrower other than PBM and PBE shall make any Restricted Payment, Payments other than (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s equity ownership in such Subsidiary) to all holders of such Subsidiary’s equity, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI has assumed from CBII with the consent of the Existing Required Lendersfor any one calendar month, (e) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as so long as (iA) at the time of such payments and immediately thereaftera Contingent Event has occurred, (B) no Default or Event of Default has occurred and is continuing and (C) there is no Default outstanding Deferred Principal Amount, rent or Event charter hire with respect to Princess Vessel or the Big Easy Vessel from ITGV or ITGPB to PBM or PBE in an aggregate amount not to exceed $150,000 plus one percent (1%) of Default would result therefrom; and Borrower's Net Revenue for such calendar month (each a "Charter Payment"), (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if any, and (f) payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which existed as of March 19, 2002 or to pay interest on other Indebtedness of CBII, so long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have has occurred and be continuing is continuing, dividends or other distributions from any Borrower to Guarantor in an aggregate amount not to exceed $150,000 in any given calendar month, plus payments pursuant to the Tax Sharing Agreement (each, a "ITB Distribution"), (iii) $188,216.02 plus additional interest accruing between the date of Closing and the sum date of Availability plus CBI’s and its Subsidiaries’ Funding at the rate of 8.0% to be paid to Francis X. Murray (other than "FX") in full satisfaction of all Indebtednexx xxxxx xx XX xx any Excluded Entity’s) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000Borrower (the "FX Debt Repayment"), (iiiv) payment of compensation in the ordinary course of business consistent with past practices to Francis W. Murray and FX in an aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not to exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced$500,000 xx xxx xxxxxx month period, and (iiiv) immediately prior with respect to each such payment to CBIIof ITGPB, a duly authorized officer of CBI executes RSE and delivers an officer’s certificate ITGV, distributions to the Agent certifying that holders of the conditions set forth equity ownership interests of ITGPB, RSE or ITGV, as the case may be, in subclauses the amounts described in and required by the Tax Sharing Agreement. Notwithstanding item (i) of this Section 14(w), if with respect to any calendar month occurring from the date hereof until the Termination Date ITGV and ITGPB are unable to make a Charter Payment for such calendar month because a Contingent Event is not continuing, ITGV and ITGPB shall be permitted to make an additional Charter Payment for such missed calendar month during any subsequent calendar month in which ITGV and ITGPB are permitted to make a Charter Payment under item (iii) of this clause (f) have been satisfied with respect to such paymentSection 14(w); provided that ITGV and ITGPB shall not make any more than two Charter Payments in any given calendar month.

No Restricted Payments. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s 's equity ownership in such Subsidiary) to all holders of such Subsidiary’s 's equity, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI has assumed from CBII with the consent of the Existing Required Lenders, (e) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as long as (i) at the time of such payments and immediately thereafter, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom; and (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if any[intentionally omitted], and (f) payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which existed exists as of March 19, 2002 or to pay interest on other Indebtedness of CBII, so long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have occurred and be continuing and the sum of Availability plus CBI’s 's and its Subsidiaries’ ' (other than any Excluded Entity’s's) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000, 65,000,000 and (ii) the aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced, and (iii) immediately prior to each such payment to CBII, a duly authorized officer of CBI executes and delivers an officer’s 's certificate to the Agent certifying that the conditions set forth in subclauses subclause (i) and (ii) of this clause (f) have been satisfied with respect to such payment.

No Restricted Payments. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s equity ownership in such Subsidiary) to all holders of such Subsidiary’s equity, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI has assumed from CBII with the consent of the Existing Required Lenders, (e) payments to CBII of amounts up to an amount equal to the aggregate amount difference of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses clause (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, minus the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that if, and only if, promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceedsthereof, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as long as (i) at the time of such payments and immediately thereafter, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom; and (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if any, and (f) payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest 104 on Indebtedness of CBII which existed exists as of March 19, 2002 or to pay interest on other Indebtedness of CBII, so long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have occurred and be continuing and the sum of Availability plus CBI’s and its Subsidiaries’ (other than any Excluded Entity’s) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000, 65,000,000 and (ii) the aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced, and (iii) immediately prior to each such payment to CBII, a duly authorized officer of CBI executes and delivers an officer’s certificate to the Agent certifying that the conditions set forth in subclauses subclause (i) and (ii) of this clause (f) have been satisfied with respect to such payment.

No Restricted Payments. Make Each Borrower shall not, and shall not permit any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s equity ownership in such Subsidiary) to all holders of such Subsidiary’s equity, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI has assumed from CBII with the consent of the Existing Required Lenders, (e) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds appliedto, directly or indirectly, declare, order, pay, make or set apart any sum for any Restricted Payment; PROVIDED that (a) Borrowers may make payments of regularly scheduled interest in respect of the Senior Notes and the Senior Refinancing Indebtedness in accordance with the terms of and to repay Loansthe extent required by the indenture pursuant to which the Senior Notes and the Senior Refinancing Indebtedness were issued; provided, that promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment b) any Subsidiary of any applicable fees Borrower may make a dividend or commissions)distribution to such Borrower, as and (c) so long as (i) at the time of such payments and immediately thereafter, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom; and (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if any, and (f) payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which existed as of March 19, 2002 or to pay interest on other Indebtedness of CBII, so long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have occurred and be continuing or shall be caused thereby, Borrowers may make Restricted Payments to Holdings (X) in an aggregate principal amount not to exceed $500,000 in any Fiscal Year in order to permit Holdings to pay customary and usual general administrative costs and expenses, (Y) in an aggregate principal amount not to exceed in the sum aggregate $2,000,000 in any Fiscal Year or $3,000,000 during the term of this Credit Agreement plus the amount of any payments received on the Sun Gro Canadian Tax Receivable and not utilized to make acquisitions pursuant to SECTION 8.5(H), in order to permit Holdings to repurchase outstanding Holdings Common Stock from holders other than MDCP or its affiliates, PROVIDED that after giving pro forma effect to such repurchase, there shall be Excess Availability plus CBI’s of at least $40,000,000; and (Z) in an amount necessary to permit Holdings to discharge the consolidated tax liabilities of Holdings and its Subsidiaries’ (other than . Notwithstanding any Excluded Entity’s) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000, (ii) of the aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced, and (iii) immediately prior to each such payment to CBII, a duly authorized officer of CBI executes and delivers an officer’s certificate foregoing to the Agent certifying that contrary, Borrowers may make Restricted Payments to redeem the conditions set forth in subclauses (i) and (ii) existing Subordinated Notes from the proceeds of this clause (f) have been satisfied with respect to such paymentthe Senior Notes.

No Restricted Payments. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s 's equity ownership in such Subsidiary) to all holders of such Subsidiary’s 's equity, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI has assumed from CBII with the consent of the Existing Required Lenders, (e) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “"Permitted Investments” " minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that promptly upon CBII’s 's receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as long as (i) at the time of such payments and immediately thereafter, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom; and (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if any, and (f) payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which existed as of March 19, 2002 or to pay interest on other Indebtedness of CBII, so long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have occurred and be continuing and the sum of Availability plus CBI’s 's and its Subsidiaries’ ' (other than any Excluded Entity’s's) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000, (ii) the aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced, and (iii) immediately prior to each such payment to CBII, a duly authorized officer of CBI executes and delivers an officer’s 's certificate to the Agent certifying that the conditions set forth in subclauses (i) and (ii) of this clause (f) have been satisfied with respect to such payment.

No Restricted Payments. Make any payment to or for the benefit of CBII (including, without limitation, a payment to CBII to permit CBII to pay its obligations, a payment to any holders of obligations of CBII or to any trustee or agent for holders of obligations of CBII or a payment on or with respect to any obligation which is subordinated to any or all of the Obligations) or any Restricted Payment, other than (a) a payment to CBI the Borrower or any Subsidiary of CBI, provided, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries or Affiliates of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum as long as any such cash dividend is simultaneously paid, on a pro rata basis (based upon each Person’s equity ownership in such Subsidiary) to all holders of such Subsidiary’s equitythe Borrower, (b) cash dividends, distributions or payments to make tax sharing payments in accordance with the CBII tax sharing arrangements as described in Schedule 9.6 hereto in an amount which is not in excess of the amount which the ----------- Person making such payment would have been liable to pay the applicable taxing authorities had it not been filing a consolidated tax return with CBII or a party to such tax sharing arrangement, (c) payments of Unallocated CBII Overhead in any fiscal year in a maximum amount of $49,000,000, (d) payments of Allocated CBII Overhead in any fiscal year in a maximum amount of the difference of (i) $46,000,000 less (ii) the payments made by CBI Borrower in respect of certain contractual obligations to vendors and service providers relating to normal operations that CBI the Borrower has assumed from CBII with the consent of the Existing Required Lenders, (e) payments to CBII of amounts up to an amount equal to the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds, minus the aggregate amount invested pursuant to clauses (xxx) and (xxxi) of the definition of “Permitted Investments” minus, without duplication, the aggregate amount of the Net Cash Proceeds from Second Amendment Sales and CPF Sale Proceeds applied, directly or indirectly, to repay Loans; provided, that promptly upon CBII’s receipt of such Net Cash Proceeds from Second Amendment Sales or such CPF Sale Proceeds, CBII uses the full amount it receives thereof to purchase, redeem, retire or defease CBII Bonds (including the payment of any applicable fees or commissions), as long as (i) at the time of such payments and immediately thereafter, no Default or Event of Default has occurred and is continuing and no Default or Event of Default would result therefrom; and (ii) simultaneously with any payment made pursuant to this subsection, CBI notifies Agent of such payment and CBI makes all payments of any Bond Repurchase Fees required to be made with respect thereto, if anyRestructuring Expenses, and (f) after the effective date of the plan of reorganization for CBII relating to CBII's current bankruptcy proceeding ("CBII Reorganization Consummation"), payments to CBII which CBII, promptly upon receipt thereof, uses to pay interest on Indebtedness of CBII which existed exists as of March 19, 2002 or to pay interest on other Indebtedness such effective date of CBII, so the CBII Reorganization Consummation as long as (i) at the time of such payment and immediately after giving effect to such payment no Event of Default shall have occurred and be continuing and the sum of Availability (without giving effect to the Resolution Block) plus CBI’s the Borrower's and its Subsidiaries’ ' (other than any Excluded Entity’s's) unrestricted cash and Cash Equivalents shall be equal to at least $65,000,000, 65,000,000 and (ii) the aggregate amount of interest payments made in any calendar year under this clause (f) on Indebtedness of CBII does not exceed the aggregate amount of interest payments during such calendar year that could have been made on the Indebtedness of CBII that existed as of March 19, 2002 had such Indebtedness not been refinanced, and (iii) immediately prior to each such payment to CBII, a duly authorized officer of CBI the Borrower executes and delivers an officer’s 's certificate to the Agent certifying that the conditions set forth in subclauses subclause (i) and (ii) of this clause (f) have been satisfied with respect to such payment.