Common use of Restricted Payments and Purchases Clause in Contracts

Restricted Payments and Purchases. The Borrower shall not, and shall cause each of its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that (a) the Borrower may make Restricted Payments to Holdco or any Intermediate Holdco, as applicable, to enable such Person to make payments, to the extent that such payments are required in the ordinary course of business and relate directly to the Borrower or any of its Restricted Subsidiaries, or to services provided for or on behalf of the Borrower or any of its Restricted Subsidiaries, in each case that are required to be paid in cash, when due of (i) corporate franchise fees and taxes actually owed by Holdco or any Intermediate Holdco, (ii) legal and accounting fees and expenses actually incurred by Holdco or any Intermediate Holdco, (iii) 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, and (iv) other customary corporate overhead expense; and (b) 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 (iii) make Specified Holdco Distributions.

Restricted Payments and Purchases. The Borrower shall not, and --------------------------------- shall cause each of its the Restricted Subsidiaries not to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, Purchase 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, as applicable), (b) the Borrower may make Restricted Payments to Holdco or any Intermediate Holdcoto permit Holdco to pay taxes, as applicablesalaries, to enable such Person to make paymentsdirectors fees, to the extent that such payments are required indemnities and expenses and other corporate expenses in the ordinary course of business and relate directly its business, (c) the Restricted Subsidiaries may make distributions to the Borrower or any holders of its Restricted Subsidiariestheir respective Equity Interests, or to services provided for or on behalf of (d) the Borrower may declare and pay dividends solely in common stock or any of its Restricted Subsidiaries, in each case that are required to be paid in cash, when due of Preferred Stock (i) corporate franchise fees and taxes actually owed by Holdco or any Intermediate Holdco, (ii) legal and accounting fees and expenses actually incurred by Holdco or any Intermediate Holdco, (iii) 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 thereunderother than Disqualified Capital Stock), and (iv) other customary corporate overhead expense; and (be) so long as no Default or Event of Default then exists or would result therefrombe caused thereby, the Borrower and its Restricted Subsidiaries may (i) make Restricted Payments to Holdco, Intermediate Holdco or any Permitted Intermediate Holdco, as applicable, Holdco Subsidiary to enable such Person to make, and such Person may make, regularly scheduled payments of interest when due on any Permitted High-Yield Securities (or the Refinancing Securities, as applicable), after expiration of a five (5) year period following the issuance of such securities (during which time such securities may accrue interest in kind), (ii) in connection with the refinancing of the Subordinated Bridge Facility with Permitted High-Yield Securities or Refinancing Securities, make Restricted Payments to the following payments when due: lenders under the Subordinated Bridge Facility in an aggregate amount not to exceed the amount of then outstanding principal and accrued interest of the Subordinated Bridge Facility, plus related fees (Anot including pre-payment premiums) dividend and expenses with respect to the refinancing of the Subordinated Bridge Facility with such Permitted High Yield Securities or interest paymentsRefinancing Securities, as applicable, on (iii) in connection with any refinancing of Permitted Holdco DebtHigh-Yield Securities with Refinancing Securities, make Restricted Payments to the holders of the Permitted High-Yield Securities in an aggregate amount not to exceed the amount of then outstanding principal and accrued interest of the Permitted High- Yield Securities, plus related premiums, fees and expenses with respect to the refinancing of the Permitted High-Yield with such Refinancing Securities, (Biv) 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 or any Intermediate Holdco owned by employees, officers and directors of Holdco or any Intermediate Holdcoof its Subsidiaries held by any employee, upon 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, (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 make payments with respect to Management Redemption Debt with additional equity contributions expressly made for such purpose, and (vii) repurchase Equity Interests in consideration for the term cancellation of any Management Notes issued in connection with the original purchase thereof. Notwithstanding anything to the contrary contained in this Agreement; (ii) make Agreement or the other Loan Documents, the Borrower's share of all Restricted Payments made by the direct Unrestricted Subsidiaries shall be paid 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 (iii) make Specified Holdco DistributionsBorrower.

Restricted Payments and Purchases. The Borrower shall not, and shall cause each of its Restricted Subsidiaries not to, directly or indirectly indirectly, declare or make any Restricted Payment or Restricted Purchase, Purchase except that (a) the Borrower may make regularly scheduled cash payments of interest when due on the Refinancing Securities (including, without 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 or any Intermediate Holdcoto permit Holdco to pay taxes, as applicablesalaries, to enable such Person to make paymentsdirectors fees, to the extent that such payments are required indemnities and expenses and other corporate expenses in the ordinary course of business and relate directly to its business, (d) the Borrower or any of its Restricted Subsidiaries, or to services provided for or on behalf Subsidiaries of the Borrower or any may make distributions to the holders of its Restricted Subsidiaries, in each case that are required to be paid in cash, when due of (i) corporate franchise fees and taxes actually owed by Holdco or any Intermediate Holdcotheir respective Equity Interests, (iie) legal the Borrower and accounting fees its Subsidiaries may declare and expenses actually incurred by Holdco pay dividends solely in common stock or any Intermediate Holdco, Preferred Stock (iii) 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 thereunderother than Disqualified Capital Stock), and (iv) other customary corporate overhead expense; and (bf) so long as no Default or Event of Default then exists or would result therefrombe caused thereby, the Borrower and its Subsidiaries may (i) make Restricted Payments to Holdco or Restricted Purchases in connection with the repurchase, redemption or other acquisition or retirement for value of 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 Holdcoof its Subsidiaries held by any employee, upon 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 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 Agreement; the aggregate cash Net Proceeds received from any 'key-man' life insurance policies, (ii) make Restricted Payments to Holdco to enable Holdco to repurchase fractional shares of the common Equity Interests by the issuance 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 Management Redemption Debt permitted under Section 7.1 hereof, (iii) repurchase Equity Interests or make payments with respect to Management Redemption Debt with Specified Holdco DistributionsEquity Contributions expressly made for such purpose, and (iv) repurchase Equity Interests in consideration for the cancellation of any Management Notes issued in connection with the 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 be paid to the 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 its Restricted Subsidiaries not to, directly or indirectly declare or make any Restricted Payment or Restricted Purchase, except that (a) the Borrower may make Restricted Payments to Holdco or any Intermediate Holdco, as applicable, to enable such Person to make payments, to the extent that such payments are required in the ordinary course of business and relate directly to the Borrower or any of its Restricted Subsidiaries, or to services provided for or on behalf of the Borrower or any of its Restricted Subsidiaries, in each case that are required to be paid in cash, when due of (i) corporate franchise fees and taxes actually owed by Holdco or any Intermediate Holdco, (ii) legal and accounting fees and expenses actually incurred by Holdco or any Intermediate Holdco, (iii) 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, and (iv) other customary corporate overhead expense; and (b) so long as no Default or Event of Default then exists or would result therefrombe caused thereby, Omnipoint Holdco, Omnipoint Finance Holdco and the Borrower may (i) make Restricted Payments to Holdco or any Intermediate HoldcoBorrowers, as applicable, may make Restricted Payments (i) to enable such Person Omnipoint Holdco to make scheduled payments of principal and interest on the following Omnipoint Senior Notes; (ii) to the Parent to make scheduled payments when due: (A) dividend or of interest payments, as applicable, and principal on Permitted Holdco Parent Debt, including, without limitation, the Indebtedness for Money Borrowed issued in the VoiceStream High Yield Offering, and to make payment of regular dividends on Permitted Parent Convertible Preferred Stock; (Biii) payments to repurchase Equity Interests in Holdco or any Intermediate Holdco owned by employees, officers and directors of Holdco or any Intermediate Omnipoint Holdco, upon their death, disability or termination of employment or service, (y) 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 Investments in accordance with Section 7.6), and (z) the term Borrower shall provide the Lenders with a certificate signed by the Chief Financial Officer of each of the Borrowers, demonstrating pro forma compliance with the terms of this Agreement; (ii) make Restricted Payments Section 7.7, after giving effect 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 Agreementsuch dividend payments or other distributions; and (iiiv) make Specified Holdco Distributionsas required under the Distribution Agreement.