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 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 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 No Borrower shall, or shall permit any payment to of its Subsidiaries to, directly 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 indirectly make any Restricted Payment, provided, that: (i) any Borrower may declare and pay dividends and make other than distributions to any other Borrower, (aii) any Borrower may make payments required pursuant to the Merger Documents (in each case as in effect on the date hereof), and (iii) any Subsidiary of any Borrower which is not itself a payment Borrower may declare and pay dividends and make other distributions to CBI its shareholders or other equity holders generally, so long as such Borrower receives at least its proportionate share thereof (based upon its relative holding of the equity interest in the Subsidiary paying such dividend, or making such distribution as the case may be, and taking into account the relative preferences, if any, of the various classes of equity interest of such Subsidiary); (b) BWAY may make Restricted Payments to BCO Holding: (i) to permit BCO Holding to repurchase or redeem issued and outstanding Management Notes or Capital Securities of BCO Holding (or options to purchase Capital Securities of BCO Holding) held by former officers, directors or employees of BCO Holding, any Borrower or any Subsidiary of CBIany Borrower following the death, providedretirement, however, that any Subsidiary may make cash dividends with respect to its common equity to entities that are not Subsidiaries disability or Affiliates termination of CBI in an aggregate amount for all Subsidiaries not to exceed $300,000 per annum employment or service 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 director of such Subsidiary’s equityofficers, (b) cash dividends, distributions directors 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 CBIIemployees, so long as (to the extent such Restricted Payment is paid in cash, as opposed to through the issuance of a Management Note): (i) at the time of such payment immediately before and immediately after giving effect to such payment thereto, no Default or 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 there shall be equal to unused availability under the Borrowing Base of at least $65,000,000, 20,000,000; and (ii) the aggregate amount of interest all such payments made in any calendar year under this clause (f) on Indebtedness of CBII cash after the Closing Date does not exceed $10,000,000; (ii) to permit BCO Holding to pay BCO Holding Related Taxes; (iii) to permit BCO Holding to pay (substantially contemporaneously with, and in the aggregate same amount of, such distributions) (x) obligations under or in respect 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 refinanceddirector and officer insurance policies, and (iiiy) immediately prior indemnification obligations owing to each directors, officers, employees and other Persons under its Governing Documents, the Employment Agreements and the Xxxxx Agreements (in the case of all such payment agreements and documents, as in effect on the date hereof) or any other written agreements with any such Person entered into after the Closing Date by BCO Holding in the ordinary course of business; (iv) to CBIIpermit BCO Holdings (substantially contemporaneously with, a duly authorized officer of CBI executes and delivers an officer’s certificate in the same amount of, such distributions) to pay reasonable and customary directors' fees and expenses, reasonable legal and accounting expenses and other similar reasonable expenses necessary or advisable to the Agent certifying that maintenance of BCO Holding's corporate existence and good standing; (v) to permit BCO Holding (substantially contemporaneously with, and in the conditions set forth same amount of, such distributions) to pay fees and expenses incurred by BCO Holding in subclauses connection with the Related Transactions Documents; (ivi) to permit BCO Holding to pay (substantially contemporaneously with, and in the same amount of, such distributions), reasonable and customary fees, compensation and benefits paid to officers, directors, employees of BCO Holding for services rendered to BCO Holding in the ordinary course of business; and (iivii) to permit BCO Holdings to make payments required pursuant to the Merger Documents (in each case as in effect on the date hereof); (c) so long as immediately before and after giving effect thereto, no Default or Event of this clause Default shall have occurred and be continuing, BWAY may repurchase or redeem up to 35% of the aggregate principal amount of the Subordinated Notes outstanding on the Closing Date at a redemption price of no more than 110% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of such repurchase or redemption with the Net Equity Proceeds of any capital contribution to BWAY by BCO Holdings; (fd) have been satisfied with respect BWAY may repurchase or redeem 100% of the Existing Notes at a purchase or redemption price of no more than 105.125% of the principal amount thereof, plus accrued and unpaid interest thereon, if any, to the date of such paymentpurchase or redemption; and (e) BWAY may make regularly scheduled payments of interest under the Subordinated Notes, at the respective times and in the respective amounts required under the Subordinated Note Indenture, to the extent permitted pursuant to Article 10 and Article 12 of the Subordinated Note Indenture, as in effect on the Closing Date.

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 Borrower shall not and shall not permit any payment to of its Subsidiaries to, directly 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 indirectly make any Restricted Payment, other than PROVIDED, that: (a) a payment to CBI or any Subsidiary of CBI, provided, however, that any Subsidiary Borrower may make cash declare and pay 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, Borrower; (b) Borrower may make distributions to Parent to permit Parent and Holdings (contemporaneously with, and in the same amount of, such distributions) to pay Federal, state and local income tax obligations actually due and payable in cash dividendsby Parent and by Holdings, 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 extent such obligations are the direct result of the amount which the Person making such payment would have been liable net income or loss of Borrower and its Subsidiaries being attributable to pay the applicable taxing authorities had it not been filing a consolidated Parent (or net income of Parent being attributable to Holdings, as applicable) for tax return with CBII or a party to such tax sharing arrangement, purposes; (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 immediately before and immediately after giving effect to such payment thereto, no Event of Default shall have occurred and be continuing continuing, Borrower may make distributions to Parent to permit Parent (contemporaneously with, and in the sum same amount of, such distributions) to pay and/or to make distributions to permit Holdings and/or Parent to pay, reasonable legal, accounting and other usual and customary out of Availability plus CBI’s pocket fees and its Subsidiaries’ expenses incurred as a direct result of Parent's ownership of the Capital Securities of Borrower (and of Holding's ownership of the Capital Securities of Parent, as applicable), including reasonable fees and expenses necessary to maintain the corporate existence and good standing of Parent or of Holdings (including reasonable and customary fees of directors and auditors and other than reasonable and customary corporate expenses relating thereto), as applicable, and to make all applicable filings (including ongoing securities law compliance) with any Excluded Entity’sGovernmental Authority; and (d) unrestricted Borrower may make distributions to Parent to permit Parent (contemporaneously with, and in the same amount of, such distributions), to make distributions to Holdings in order to permit Holdings to make (contemporaneously with, and in the same amount of, such distributions), semi-annual payments of cash and Cash Equivalents shall be interest in an amount equal to at least $65,000,000the Senior Note Interest Expense for a given semi-annual interest period under the Senior Notes, provided all of the following conditions precedent or concurrent are satisfied: (i) immediately before and after giving effect thereto, no Event of Default shall have occurred and be continuing, (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 Borrower's Free Cash Flow as of March 19, 2002 had the date of such Indebtedness not been refinancedpayment is positive, and (iii) immediately prior Borrower pays to each such payment to CBII, Agent a duly authorized officer of CBI executes and delivers Matching Amortization Payment in an officer’s certificate amount equal to the Agent certifying that the conditions set forth in subclauses (i) and (ii) amount of this clause (f) have been satisfied with respect to such paymentSenior Interest Expense.

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 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.