Common use of Restricted Payments and Purchases Clause in Contracts

Restricted Payments and Purchases. The Borrower shall not, and shall cause each of the Designated Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that, so long as no Default or Event of Default then exists or would result therefrom, any of the Designated Subsidiaries may make pro rata distributions to holders of Equity Interests in such Designated Subsidiaries, and the Borrower may (a) subject to the consent of the Majority Lenders, transfer to Holdco all or a portion of the Equity Interests held directly or indirectly by the Borrower in each of the Persons comprising SpectraSite Mexico pursuant to Section 6.17(c) hereof; provided, however, that so long as the investments by the Borrower and the Designated Subsidiaries (other than the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) in the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries to be transferred have been less than $25,000,000 in the aggregate since the Agreement Date, the consent of the Majority Lenders or any other Credit Parties shall not be required for any such transfer, (b) transfer to Holdco all or a portion of the Equity Interests (or dividend payments made in respect of the Equity Interests) held directly or indirectly by the Borrower in each of the Unrestricted Subsidiaries or the Unrestricted Investments, (c) make Restricted Payments to Holdco to enable Holdco to make the following payments when due: (i) interest payments on the Holdco Notes; (ii) at any time after the Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such payment, dividend or interest payments, as applicable, on Permitted High-Yield Securities issued after the Agreement Date in connection with an Eligible Debt Offering or an Eligible Equity Offering, in each case following expiration of any required payment-in-kind period applicable thereto; (iii) to the extent that such payments are required in the ordinary course of business and relate directly to the Borrower or any of the Designated Subsidiaries, or to services provided for or on behalf of the Borrower or any of the Designated Subsidiaries, payments, in each case that are required to be paid in cash, when due of (A) corporate franchise fees and taxes actually owed by Holdco, (B) legal and accounting fees and expenses actually incurred by Holdco, (C) costs incurred to comply with Holdco's reporting obligations under federal or state laws, including, without limitation, reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder and (D) other customary corporate overhead expenses; (iv) payments of `Additional Interest' (as that term is defined in the Registration Rights Agreements entered into in connection with the Holdco Notes) and any other comparable payments in respect of other Permitted High-Yield Securities; and (v) payments to repurchase Equity Interests in Holdco owned by employees, officers and directors of Holdco upon their death, disability or termination of employment or service, in an aggregate amount not to exceed $10,000,000 during any year or $15,000,000 during the term of this Agreement, and (d) make dividend payments to holders of Permitted High-Yield Securities of the Borrower following expiration of any required payment-in-kind period applicable thereto at any time after the Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such payment.

Restricted Payments and Purchases. The Borrower --------------------------------- shall not, and shall cause each of the Designated its Subsidiaries not to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted PurchasePurchase except that (a) the Borrower may make regularly scheduled payments of interest when due on the Permitted High-Yield Securities or the Refinancing Securities, except that(b) the Borrower may make Restricted Payments to Holdco to permit Holdco to pay taxes, salaries, directors fees, indemnities and expenses and other corporate expenses in the ordinary course of its ------------------ *Certain terms have been omitted pursuant to a request for confidential treatment, and the omitted portions have been filed separately with the Securities and Exchange Commission. business, (c) the Subsidiaries of the Borrower may make distributions to the holders of their respective Equity Interests, (d) the Borrower and its Subsidiaries may declare and pay dividends solely in common stock or Preferred Stock (other than Disqualified Capital Stock), and (e) so long as no Default or Event of Default then exists or would result therefrombe caused thereby, any of the Designated Subsidiaries may make pro rata distributions to holders of Equity Interests in such Designated Subsidiaries, and the Borrower may (a) subject to the consent of the Majority Lenders, transfer to Holdco all or a portion of the Equity Interests held directly or indirectly by the Borrower in each of the Persons comprising SpectraSite Mexico pursuant to Section 6.17(c) hereof; provided, however, that so long as the investments by the Borrower and the Designated its Subsidiaries may (other than the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) in the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries to be transferred have been less than $25,000,000 in the aggregate since the Agreement Date, the consent of the Majority Lenders or any other Credit Parties shall not be required for any such transfer, (b) transfer to Holdco all or a portion of the Equity Interests (or dividend payments made in respect of the Equity Interests) held directly or indirectly by the Borrower in each of the Unrestricted Subsidiaries or the Unrestricted Investments, (ci) make Restricted Payments to Holdco, Intermediate Holdco or any Permitted Intermediate Holdco Subsidiary to enable Holdco such Person to make the following make, and such Person may make, regularly scheduled payments of interest when due: (i) interest payments due on the Holdco Notes; (ii) at any time after the Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such payment, dividend or interest payments, as applicable, on Permitted High-Yield Securities issued (or the Refinancing Securities, as applicable), after expiration of a five (5) year period following the Agreement Date issuance of such securities (during which time such securities may accrue interest in kind), (ii) in connection with an Eligible Debt Offering or an Eligible Equity Offeringany refinancing of Permitted High-Yield Securities with Refinancing Securities, in each case following expiration of any required payment-in-kind period applicable thereto; (iii) make Restricted Payments to the extent that such payments are required in the ordinary course of business and relate directly to the Borrower or any holders of the Designated Subsidiaries, or Permitted High-Yield Securities in an aggregate amount not to services provided for or on behalf exceed the amount of then outstanding principal and accrued interest of the Borrower or any of the Designated Subsidiaries, payments, in each case that are required to be paid in cash, when due of (A) corporate franchise fees and taxes actually owed by Holdco, (B) legal and accounting fees and expenses actually incurred by Holdco, (C) costs incurred to comply with Holdco's reporting obligations under federal or state laws, including, without limitation, reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder and (D) other customary corporate overhead expenses; (iv) payments of `Additional Interest' (as that term is defined in the Registration Rights Agreements entered into in connection with the Holdco Notes) and any other comparable payments in respect of other Permitted High-Yield Securities; , plus related premiums, fees and expenses with respect to the refinancing of the Permitted High-Yield with such Refinancing Securities, (viii) payments to repurchase make Restricted Payments or Restricted Purchases in connection with the repurchase, redemption or other acquisition or retirement for value of any Equity Interests in Holdco owned by employees, officers and directors of Holdco upon or any of its Subsidiaries held by any employee, former employee, spouse, former spouse of any employee or former employee and any of their deathrespective estates, disability or termination of employment or servicemake payments on notes evidencing any Management Redemption Debt, in an aggregate amount not to exceed the sum of (A) $10,000,000 1,000,000 during any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years), plus (B) the Borrower's fifty percent (50%) share of the aggregate cash Net Proceeds received from any `key-man' life insurance policies, (iv) repurchase Equity Interests by the issuance of Management Redemption Debt permitted under Section 7.1 hereof, (v) repurchase Equity Interests or $15,000,000 during the term of this Agreementmake payments with respect to Management Redemption Debt with Specified Equity Contributions expressly made for such purpose, and (dvi) make dividend payments to holders of Permitted High-Yield Securities of repurchase Equity Interests in consideration for the Borrower following expiration cancellation of any required payment-in-kind period applicable thereto at any time after Management Notes issued in connection with the Borrower Leverage Ratio original purchase thereof. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the Borrower's share of all Restricted Payments made by the direct Unrestricted Subsidiaries shall have been less than 4.50 be paid to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such paymentthe Borrower."

Restricted Payments and Purchases. The Borrower shall not, and --------------------------------- shall cause each of the Designated Restricted Subsidiaries not to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted PurchasePurchase except that (a) the Borrower may make regularly scheduled payments of interest when due on the Subordinated Bridge Facility pursuant to the Subordinated Bridge Facility Documents as in effect on the Agreement Date or as thereafter amended in accordance with Section 7.4 hereof (or any Permitted High-Yield Securities or the Refinancing Securities, except thatas applicable), (b) the Borrower may make Restricted Payments to Holdco to permit Holdco to pay taxes, salaries, directors fees, indemnities and expenses and other corporate expenses in the ordinary course of its business, (c) the Restricted Subsidiaries may make distributions to the holders of their respective Equity Interests, (d) the Borrower may declare and pay dividends solely in common stock or Preferred Stock (other than Disqualified Capital Stock), and (e) so long as no Default or Event of Default then exists or would result therefrombe caused thereby, any of the Designated Subsidiaries may make pro rata distributions to holders of Equity Interests in such Designated Subsidiaries, and the Borrower may (a) subject to the consent of the Majority Lenders, transfer to Holdco all or a portion of the Equity Interests held directly or indirectly by the Borrower in each of the Persons comprising SpectraSite Mexico pursuant to Section 6.17(c) hereof; provided, however, that so long as the investments by the Borrower and the Designated its Restricted Subsidiaries may (other than the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) in the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries to be transferred have been less than $25,000,000 in the aggregate since the Agreement Date, the consent of the Majority Lenders or any other Credit Parties shall not be required for any such transfer, (b) transfer to Holdco all or a portion of the Equity Interests (or dividend payments made in respect of the Equity Interests) held directly or indirectly by the Borrower in each of the Unrestricted Subsidiaries or the Unrestricted Investments, (ci) make Restricted Payments to Holdco, Intermediate Holdco or any Permitted Intermediate Holdco Subsidiary to enable Holdco such Person to make the following make, and such Person may make, regularly scheduled payments of interest when due: (i) interest payments due on the Holdco Notes; (ii) at any time after the Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such payment, dividend or interest payments, as applicable, on Permitted High-Yield Securities issued (or the Refinancing Securities, as applicable), after expiration of a five (5) year period following the Agreement Date issuance of such securities (during which time such securities may accrue interest in kind), (ii) in connection with an Eligible Debt Offering the refinancing of the Subordinated Bridge Facility with Permitted High-Yield Securities or an Eligible Equity OfferingRefinancing Securities, in each case following expiration of any required payment-in-kind period applicable thereto; (iii) make Restricted Payments to the extent that such payments are required lenders under the Subordinated Bridge Facility in an aggregate amount not to exceed the ordinary course amount of business then outstanding principal and relate directly to the Borrower or any accrued interest of the Designated SubsidiariesSubordinated Bridge Facility, or to services provided for or on behalf of the Borrower or any of the Designated Subsidiaries, payments, in each case that are required to be paid in cash, when due of plus related fees (Anot including pre-payment premiums) corporate franchise fees and taxes actually owed by Holdco, (B) legal and accounting fees and expenses actually incurred by Holdco, (C) costs incurred to comply with Holdco's reporting obligations under federal or state laws, including, without limitation, reports filed with respect to the refinancing of the Subordinated Bridge Facility with such Permitted High Yield Securities Actor Refinancing Securities, as applicable, (iii) in connection with any refinancing of Permitted High-Yield Securities with Refinancing Securities, make Restricted Payments to the Exchange Act or holders of the respective rules Permitted High-Yield Securities in an aggregate amount not to exceed the amount of then outstanding principal and regulations promulgated thereunder accrued interest of the Permitted High- Yield Securities, plus related premiums, fees and (D) other customary corporate overhead expenses; expenses with respect to the refinancing of the Permitted High-Yield with such Refinancing Securities, (iv) payments of `Additional Interest' (as that term is defined in the Registration Rights Agreements entered into make Restricted Payments or Restricted Purchases in connection with the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdco Notes) or any of its Subsidiaries held by any employee, former employee, spouse, former spouse of any employee or former employee and any other comparable of their respective estates, or make payments in respect of other Permitted High-Yield Securities; and (v) payments to repurchase Equity Interests in Holdco owned by employees, officers and directors of Holdco upon their death, disability or termination of employment or serviceon notes evidencing any Management Redemption Debt, in an aggregate amount not to exceed the sum of (A) $10,000,000 1,000,000 during any fiscal year (with unused amounts in any fiscal year being carried over to succeeding fiscal years), plus (B) the Borrower's fifty percent (50%) share of the aggregate cash Net Proceeds received from any "key- man" life insurance policies, (v) repurchase Equity Interests by the issuance of Management Redemption Debt permitted under Section 7.1 hereof, (vi) repurchase Equity Interests or $15,000,000 during the term of this Agreementmake payments with respect to Management Redemption Debt with additional equity contributions expressly made for such purpose, and (dvii) make dividend payments to holders of Permitted High-Yield Securities of repurchase Equity Interests in consideration for the Borrower following expiration cancellation of any required payment-in-kind period applicable thereto at any time after Management Notes issued in connection with the Borrower Leverage Ratio original purchase thereof. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the Borrower's share of all Restricted Payments made by the direct Unrestricted Subsidiaries shall have been less than 4.50 be paid to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such paymentthe Borrower.

Restricted Payments and Purchases. The Borrower shall notNone of Omnipoint Holdco, Omnipoint Finance Holdco, or the Borrowers shall, and each Borrower shall cause each of the Designated its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that, that so long as no Default or Event of Default then exists or would result therefrombe caused thereby, any of the Designated Subsidiaries may make pro rata distributions to holders of Equity Interests in such Designated SubsidiariesOmnipoint Holdco, Omnipoint Finance Holdco and the Borrower Borrowers, as applicable, may (a) subject to the consent of the Majority Lenders, transfer to Holdco all or a portion of the Equity Interests held directly or indirectly by the Borrower in each of the Persons comprising SpectraSite Mexico pursuant to Section 6.17(c) hereof; provided, however, that so long as the investments by the Borrower and the Designated Subsidiaries (other than the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) in the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries to be transferred have been less than $25,000,000 in the aggregate since the Agreement Date, the consent of the Majority Lenders or any other Credit Parties shall not be required for any such transfer, (b) transfer to Holdco all or a portion of the Equity Interests (or dividend payments made in respect of the Equity Interests) held directly or indirectly by the Borrower in each of the Unrestricted Subsidiaries or the Unrestricted Investments, (c) make Restricted Payments (i) to Holdco to enable Omnipoint Holdco to make the following scheduled payments when due: (i) of principal and interest payments on the Holdco Omnipoint Senior Notes; (ii) at any time after to the Borrower Leverage Ratio shall have been less than 4.50 Parent to 1.00 for two (2) consecutive fiscal quarters before make scheduled payments of interest and after giving effect to such payment, dividend or interest payments, as applicable, principal on Permitted High-Yield Securities issued after the Agreement Date in connection with an Eligible Debt Offering or an Eligible Equity Offering, in each case following expiration of any required payment-in-kind period applicable thereto; (iii) to the extent that such payments are required in the ordinary course of business and relate directly to the Borrower or any of the Designated Subsidiaries, or to services provided for or on behalf of the Borrower or any of the Designated Subsidiaries, payments, in each case that are required to be paid in cash, when due of (A) corporate franchise fees and taxes actually owed by Holdco, (B) legal and accounting fees and expenses actually incurred by Holdco, (C) costs incurred to comply with Holdco's reporting obligations under federal or state lawsParent Debt, including, without limitation, reports filed with respect the Indebtedness for Money Borrowed issued in the VoiceStream High Yield Offering, and to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder and (D) other customary corporate overhead expensesmake payment of regular dividends on Permitted Parent Convertible Preferred Stock; (iviii) payments of `Additional Interest' to Omnipoint Holdco, (as that term is defined in the Registration Rights Agreements entered into in connection with the Holdco Notesy) and any other comparable payments in respect of other Permitted High-Yield Securities; and (v) payments to repurchase Equity Interests in Holdco owned by employees, officers and directors of Holdco upon their death, disability or termination of employment or service, in an aggregate amount not to exceed $10,000,000 during 84,000,000, to permit Omnipoint Holdco to make cash payments (in excess of the amount escrowed for cash dividends) on Omnipoint Holdco's 7% Convertible Preferred Stock, to pay the cash portion of the merger consideration payable to such preferred shareholders pursuant to the Omnipoint Acquisition upon conversion of their Omnipoint Holdco 7% Convertible Preferred Stock to common stock plus such additional amounts in excess of $84,000,000 as shall be required to be paid in the event that accrued dividends on Omnipoint Holdco's 7% Convertible Preferred Stock are paid in Omnipoint Holdco common stock and (z) to pay the cash redemption price to holders of Omnipoint Holdco's 7% Convertible Preferred Stock who do not exercise their conversion option prior to the redemption date therefor, provided, however, that no notice of optional redemption of Omnipoint Holdco's 7% Convertible Preferred Stock shall be given unless on and as of the date of such notice (I) the market value of the shares (including fractional shares) of common stock of the Parent issuable upon conversion of a share of Omnipoint Holdco's 7% Convertible Preferred Stock (based on the closing price on the Business -70- 71 Day immediately prior to the date such redemption notice is first given to holders of Omnipoint Holdco's 7% Convertible Preferred Stock) plus the amount of cash payable in respect of the conversion of a share of Omnipoint Holdco's 7% Convertible Preferred Stock equals or exceeds (II) 200% of the redemption price of a share of Omnipoint Holdco's 7% Convertible Preferred Stock; (iv) upon receipt of audited financials for fiscal year 2003 by the Administrative Agent and for each fiscal year thereafter, to pay dividends or make other distributions to the Parent, or to any other Affiliate, or for any other purpose, provided that (x) the Borrowers shall have prepaid the Loans from their Excess Cash Flow for the preceding fiscal year in the amount required by Section 2.8(a), (y) the aggregate amount of such dividends and other distribution shall not exceed, in any year, the amount of the Excess Cash Flow for the preceding fiscal year remaining after the payment of the amount required to be prepaid on the Loans by the Borrowers pursuant to Section 2.8(a) (less any such remaining Excess Cash Flow utilized to make Acquisitions or $15,000,000 during the term of this AgreementInvestments in accordance with Section 7.6), and (dz) make dividend payments to holders the Borrower shall provide the Lenders with a certificate signed by the Chief Financial Officer of Permitted High-Yield Securities each of the Borrower following expiration Borrowers, demonstrating pro forma compliance with the terms of any required payment-in-kind period applicable thereto at any time after the Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and this Section 7.7, after giving effect to such paymentdividend payments or other distributions; and (v) as required under the Distribution Agreement.

Restricted Payments and Purchases. The Borrower shall not, and shall cause each of the Designated its Subsidiaries not to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted PurchasePurchase except that (a) the Borrower may make regularly scheduled cash payments of interest when due on the Refinancing Securities (including, except thatwithout limitation, any Refinancing Securities held by an Affiliate), and after the fourth anniversary of the Agreement Date, on the Exchange Notes (including, without limitation, any Exchange Notes held by an Affiliate), (b) after the Trigger Date, so long as (i) no Default or Event of Default then exists or would be caused thereby and (ii) the Borrower shall provide to the Administrative Agent and the Lenders a Performance Certificate setting forth the arithmetical calculations required to establish the Borrower's pro forma compliance with Section 8.2 hereof after giving effect to such payment, the Borrower may make cash payments of interest when due on the Exchange Notes (including, without limitation, any Exchange Notes held by an Affiliate) to the extent such payments are made after the Excess Cash Flow Recapture Date and are funded with Available Cash Flow, (c) the Borrower may make Restricted Payments to Holdco to permit Holdco to pay taxes, salaries, directors fees, indemnities and expenses and other corporate expenses in the ordinary course of its business, (d) the Subsidiaries of the Borrower may make distributions to the holders of their respective Equity Interests, (e) the Borrower and its Subsidiaries may declare and pay dividends solely in common stock or Preferred Stock (other than Disqualified Capital Stock), and (f) so long as no Default or Event of Default then exists or would result therefrombe caused thereby, any of the Designated Subsidiaries may make pro rata distributions to holders of Equity Interests in such Designated Subsidiaries, and the Borrower may (a) subject to the consent of the Majority Lenders, transfer to Holdco all or a portion of the Equity Interests held directly or indirectly by the Borrower in each of the Persons comprising SpectraSite Mexico pursuant to Section 6.17(c) hereof; provided, however, that so long as the investments by the Borrower and the Designated its Subsidiaries may (other than the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) in the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries to be transferred have been less than $25,000,000 in the aggregate since the Agreement Date, the consent of the Majority Lenders or any other Credit Parties shall not be required for any such transfer, (b) transfer to Holdco all or a portion of the Equity Interests (or dividend payments made in respect of the Equity Interests) held directly or indirectly by the Borrower in each of the Unrestricted Subsidiaries or the Unrestricted Investments, (ci) make Restricted Payments to Holdco to enable Holdco to make the following payments when due: (i) interest payments on the Holdco Notes; (ii) at any time after the Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such payment, dividend or interest payments, as applicable, on Permitted High-Yield Securities issued after the Agreement Date in connection with an Eligible Debt Offering or an Eligible Equity Offering, in each case following expiration of any required payment-in-kind period applicable thereto; (iii) to the extent that such payments are required in the ordinary course of business and relate directly to the Borrower or any of the Designated Subsidiaries, or to services provided for or on behalf of the Borrower or any of the Designated Subsidiaries, payments, in each case that are required to be paid in cash, when due of (A) corporate franchise fees and taxes actually owed by Holdco, (B) legal and accounting fees and expenses actually incurred by Holdco, (C) costs incurred to comply with Holdco's reporting obligations under federal or state laws, including, without limitation, reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder and (D) other customary corporate overhead expenses; (iv) payments of `Additional Interest' (as that term is defined in the Registration Rights Agreements entered into Restricted Purchases in connection with the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Holdco Notes) or any of its Subsidiaries held by any employee, former employee, spouse, former spouse of any employee or former employee and any other comparable of their respective estates, or make payments in respect of other Permitted High-Yield Securities; and (v) payments to repurchase Equity Interests in Holdco owned by employees, officers and directors of Holdco upon their death, disability or termination of employment or serviceon notes evidencing any Management Redemption Debt, in an aggregate amount not to exceed the sum of (A) $10,000,000 1,000,000 during any fiscal year or $15,000,000 (with unused amounts in any fiscal year being carried over to the immediately following fiscal year, but only to such immediately following fiscal year and not any subsequent fiscal year and amounts available during the term current fiscal year must be used before any amounts carried forward may be used), plus (B) the Borrower's fifty percent (50%) share of this Agreementthe aggregate cash Net Proceeds received from any 'key-man' life insurance policies, (ii) repurchase Equity Interests by the issuance of Management Redemption Debt permitted under Section 7.1 hereof, (iii) repurchase Equity Interests or make payments with respect to Management Redemption Debt with Specified Equity Contributions expressly made for such purpose, and (div) make dividend payments to holders of Permitted High-Yield Securities of repurchase Equity Interests in consideration for the Borrower following expiration cancellation of any required payment-in-kind period applicable thereto at any time after Management Notes issued in connection with the Borrower Leverage Ratio original purchase thereof. Notwithstanding anything to the contrary contained in this Agreement or the other Loan Documents, the Borrower's share of all Restricted Payments made by the direct Unrestricted Subsidiaries shall have been less than 4.50 be paid to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such paymentthe Borrower.

Restricted Payments and Purchases. The Borrower shall not, and shall cause each of the Designated its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that, so long as no Default or Event of Default then exists or would result therefrom, any of the Designated Subsidiaries may make pro rata distributions to holders of Equity Interests in such Designated Subsidiaries, and that (a) the Borrower may (a) subject to the consent of the Majority Lenders, transfer to Holdco all or a portion of the Equity Interests held directly or indirectly by the Borrower in each of the Persons comprising SpectraSite Mexico pursuant to Section 6.17(c) hereof; provided, however, that so long as the investments by the Borrower and the Designated Subsidiaries (other than the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries) in the Domestic SpectraSite Mexico Subsidiaries and the Foreign SpectraSite Mexico Subsidiaries to be transferred have been less than $25,000,000 in the aggregate since the Agreement Date, the consent of the Majority Lenders or any other Credit Parties shall not be required for any such transfer, (b) transfer to Holdco all or a portion of the Equity Interests (or dividend payments made in respect of the Equity Interests) held directly or indirectly by the Borrower in each of the Unrestricted Subsidiaries or the Unrestricted Investments, (c) make Restricted Payments to Holdco to enable Holdco to make the following payments when due: (i) interest payments on the Holdco Notes; (ii) at or any time after the Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such payment, dividend or interest paymentsIntermediate Holdco, as applicable, on Permitted High-Yield Securities issued after the Agreement Date in connection with an Eligible Debt Offering or an Eligible Equity Offeringto enable such Person to make payments, in each case following expiration of any required payment-in-kind period applicable thereto; (iii) to the extent that such payments are required in the ordinary course of business and relate directly to the Borrower or any of the Designated its Restricted Subsidiaries, or to services provided for or on behalf of the Borrower or any of the Designated its Restricted Subsidiaries, payments, in each case that are required to be paid in cash, when due of (Ai) corporate franchise fees and taxes actually owed by Holdco or any Intermediate Holdco, (Bii) legal and accounting fees and expenses actually incurred by Holdco or any Intermediate Holdco, (Ciii) costs incurred to comply with Holdco's or any Intermediate Holdco's reporting obligations under federal or state laws, including, without limitation, reports filed with respect to the Securities Act, the Exchange Act or the respective rules and regulations promulgated thereunder thereunder, and (Div) other customary corporate overhead expenses; (iv) payments of `Additional Interest' (as that term is defined in the Registration Rights Agreements entered into in connection with the Holdco Notes) and any other comparable payments in respect of other Permitted High-Yield Securitiesexpense; and (vb) so long as no Default or Event of Default then exists or would result therefrom, the Borrower may (i) make Restricted Payments to Holdco or any Intermediate Holdco, as applicable, to enable such Person to make the following payments when due: (A) dividend or interest payments, as applicable, on Permitted Holdco Debt, and (B) payments to repurchase Equity Interests in Holdco or any Intermediate Holdco owned by employees, officers and directors of Holdco or any Intermediate Holdco, upon their death, disability or termination of employment or service, in an aggregate amount not to exceed $10,000,000 during any year or $15,000,000 during the term of this Agreement, ; (ii) make Restricted Payments to Holdco to enable Holdco to repurchase fractional shares of the common Equity Interests of Holdco resulting from the consummation of any reverse stock split effected by Holdco in aggregate amount not to exceed $400,000 during the term of this Agreement; and (diii) make dividend payments to holders of Permitted High-Yield Securities of the Borrower following expiration of any required payment-in-kind period applicable thereto at any time after the Borrower Leverage Ratio shall have been less than 4.50 to 1.00 for two (2) consecutive fiscal quarters before and after giving effect to such paymentSpecified Holdco Distributions.