Common use of Restricted Payments and Redemptions Clause in Contracts

Restricted Payments and Redemptions. The Company shall not, nor shall it permit any Subsidiary to, make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Company’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests), except that (a)(i) the Company or any Subsidiary Guarantor may make any Restricted Payment to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made, (b) the Company may make any Restricted Payment so long as no Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders pursuant to Section 7.2(a), the Company shall not make Restricted Payments in excess of $500,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof; provided further, that if (x) the Company shall be prohibited from making Restricted Payments in excess of $500,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 during such fiscal year, the Company shall not be deemed to be in violation of this Section 10.6 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof), and (c) the Company may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan.

Restricted Payments and Redemptions. The Company No Borrower shall not, nor shall it permit any Subsidiary to, make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Companya Borrower’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests), except that (a)(ia) the Company or any Subsidiary Guarantor a Borrower may make any Restricted Payment to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Parent may make any Restricted Payment so long as no Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a)6.04, the Company Parent shall not make Restricted Payments in excess of $500,000,000 200,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a) hereof6.04; provided further, that if (x) the Company Parent shall be prohibited from making Restricted Payments in excess of $500,000,000 200,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company Parent shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 200,000,000 during such fiscal year, the Company Parent shall not be deemed to be in violation of this Section 10.6 7.06 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a6.04) hereof), and (c) the Company Borrowers may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan.

Restricted Payments and Redemptions. The Company No Borrower shall not, nor shall it permit any Subsidiary to, make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Companya Borrower’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests), except that (a)(ia) the Company or any Subsidiary Guarantor a Borrower may make any Restricted Payment to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Parent may make any Restricted Payment so long as no Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a)6.04, the Company Parent shall not make Restricted Payments in excess of $500,000,000 the Distribution Limitation in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a) hereof6.04; provided further, that if (x) the Company Parent shall be prohibited from making Restricted Payments in excess of $500,000,000 the Distribution Limitation in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company Parent shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 the Distribution Limitation during such fiscal year, the Company Parent shall not be deemed to be in violation of this Section 10.6 7.06 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a) hereof6.04), ; and (c) the Company Borrowers may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan.

Restricted Payments and Redemptions. The Company Borrowers shall notnot redeem, nor shall it permit convert, retire or otherwise acquire shares of any Subsidiary toclass of its capital stock, or make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Company’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests)Payments, except that (a)(ia) the Company or any Subsidiary Guarantor Borrowers may make any Restricted Payment Distributions to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Borrowers may prepay or purchase the Convertible Subordinated Notes in whole or in part with proceeds of Subordinated Debt, (c) the Parent may make Distributions and/or purchase shares of its capital stock and/or prepay or purchase the 2022 Convertible Subordinated Notes in an annual aggregate amount not to exceed $50,000,000 plus one hundred percent (100%) of the cash proceeds received by the Parent from the exercise of stock options after January 1, 2003, (d) the Parent may, in addition to its rights granted pursuant to clause (c) above, purchase shares of its capital stock in an aggregate amount not to exceed $100,000,000, and (e) the Parent may, in addition to its rights granted pursuant to clauses (c) and (d) above, purchase shares of its capital stock in an amount not to exceed fifty percent (50%) of the Net Financing Proceeds from a Permitted Debt Offering which is in the form of convertible subordinated notes, provided that an amount equal to fifty percent (50%) of the Net Financing Proceeds from such Permitted Debt Offering is simultaneously applied PRO RATA to reduce outstanding Loans hereunder. Any Term Loan Lender may decline to accept any Restricted Payment so long as payments due to such Term Loan Lender pursuant to clause (e) above in which case such declined payments shall be used to repay the Revolving Credit Loans (but not reduce the Total Revolving Credit Commitment) on a PRO RATA basis in accordance with each Lender's Commitment Percentage. In addition, the Borrowers shall not effect or permit any change in or amendment to any document or instrument pertaining to the terms of any Borrower's (other than the Parent's) capital stock. Notwithstanding the foregoing, no Borrower shall make any Distribution and/or purchase any shares of its capital stock under this ss.8.6 if (i) a Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as Distribution or by the purchase of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00capital stock, as determined by reference the case may be, or (ii) with respect to the most recent Compliance Certificate delivered to the holders pursuant to Section 7.2(a), the Company shall not make Restricted Payments in excess Distributions and/or purchases of $500,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio shares of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof; provided further, that if (x) the Company shall be prohibited from making Restricted Payments in excess of $500,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company shall have previously its capital stock made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 during such fiscal year, the Company shall not be deemed to be in violation of this Section 10.6 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof), and under clauses (c) through (e) above, the Company may make cash payments Leverage Ratio taking into account such Distribution and/or such purchase would exceed 3.75 to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan1.00."

Restricted Payments and Redemptions. The Company Borrowers shall notnot redeem, nor shall it permit convert, retire or otherwise acquire shares of any Subsidiary toclass of its Capital Stock, or make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Company’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests)Payments, except that (a)(ia) the Company or any Subsidiary Guarantor Borrowers may make any Restricted Payment Distributions to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Borrowers may prepay or purchase the Convertible Subordinated Notes in whole or in part with proceeds of Subordinated Debt, (c) the Parent may make Distributions and/or purchase shares of its Capital Stock and/or prepay or purchase the 2022 Convertible Subordinated Notes in an annual aggregate amount not to exceed $50,000,000 plus one hundred percent (100%) of the cash proceeds received by the Parent from the exercise of stock options after January 1, 2003, (d) the Parent may, in addition to its rights granted pursuant to clause (c) above, purchase shares of its Capital Stock in an aggregate amount not to exceed $100,000,000, and (e) the Parent may, in addition to its rights granted pursuant to clauses (c) and (d) above, purchase shares of its Capital Stock in an amount not to exceed fifty percent (50%) of the Net Financing Proceeds from a Permitted Debt Offering which is in the form of convertible subordinated notes, provided that an amount equal to fifty percent (50%) of the Net Financing Proceeds from such Permitted Debt Offering is simultaneously applied pro rata to reduce outstanding Loans hereunder. Any Term Loan Lender may decline to accept any Restricted Payment so long as payments due to such Term Loan Lender pursuant to clause (e) above in which case such declined payments shall be used to repay the Revolving Credit Loans (but not reduce the Total Revolving Credit Commitment) on a pro rata basis in accordance with each Revolving Credit Lender’s Commitment Percentage. In addition, the Borrowers shall not effect or permit any change in or amendment to any document or instrument pertaining to the terms of any Borrower’s (other than the Parent’s) Capital Stock. Notwithstanding the foregoing, no Borrower shall make any Distribution and/or purchase any of its Capital Stock under this §8.6 if (i) a Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as Distribution or by the purchase of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00Capital Stock, as determined by reference the case may be, or (ii) with respect to the most recent Compliance Certificate delivered to the holders pursuant to Section 7.2(a), the Company shall not make Restricted Payments in excess Distributions and/or purchases of $500,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof; provided further, that if (x) the Company shall be prohibited from making Restricted Payments in excess of $500,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company shall have previously its Capital Stock made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 during such fiscal year, the Company shall not be deemed to be in violation of this Section 10.6 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof), and under clauses (c) through (e) above, the Company may make cash payments Leverage Ratio taking into account such Distribution and/or such purchase would exceed 3.75 to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan1.00.

Restricted Payments and Redemptions. The Company Borrowers shall notnot redeem, nor shall it permit convert, retire or otherwise acquire shares of any Subsidiary toclass of its capital stock, or make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Company’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests)Payments, except that (a)(ia) the Company or any Subsidiary Guarantor Borrowers may make any Restricted Payment Distributions to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Borrowers may repay or repurchase the 2006 Convertible Subordinated Notes in whole or in part, (c) the Parent may make Distributions and/or purchase shares of its capital stock in an annual aggregate amount not to exceed $20,000,000 plus one hundred percent (100%) of the cash proceeds received by the Parent from the exercise of stock options after January 1, 2003 and (d) the Parent may purchase shares of its capital stock in an amount not to exceed fifty percent (50%) of the Net Financing Proceeds from a Permitted Debt Offering which is in the form of convertible subordinate notes, provided that an amount equal to fifty percent (50%) of the Net Financing Proceeds from such Permitted Debt Offering is simultaneously applied pro rata to reduce outstanding Loans hereunder, provided further that at the time of any Restricted Payment so long as such Distribution the Leverage Ratio taking into account such purchase shall not exceed 3.75 to 1.00. Any Term Loan Lender may decline to accept any payments due to such Term Loan Lender pursuant to clause (d) above in which case such declined payments shall be used to repay the Revolving Credit Loans (but not reduce the Total Revolving Credit Commitment) on a pro rata basis in accordance with each Lender's Commitment Percentage. In addition, the Borrowers shall not effect or permit any change in or amendment to any document or instrument pertaining to the terms of any Borrower's (other than the Parent's) capital stock. Notwithstanding the foregoing, no Borrower shall make any Distribution under this s. 8.6 if a Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders pursuant to Section 7.2(a), the Company shall not make Restricted Payments in excess of $500,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof; provided further, that if (x) the Company shall be prohibited from making Restricted Payments in excess of $500,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 during such fiscal year, the Company shall not be deemed to be in violation of this Section 10.6 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof), and (c) the Company may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit planDistribution.

Restricted Payments and Redemptions. The Company Borrowers shall notnot redeem, nor shall it permit convert, retire or otherwise acquire shares of any Subsidiary toclass of its Capital Stock, or make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Company’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests)Payments, except that (a)(ia) the Company or any Subsidiary Guarantor Borrowers may make any Restricted Payment Distributions to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Parent may make Distributions and/or purchase shares of its Capital Stock in an annual aggregate amount not to exceed $75,000,000 plus one hundred percent (100%) of the cash proceeds received by the Parent from the exercise of stock options after January 1, 2003, (c) the Parent may, in addition to its rights granted pursuant to clause (b) above, purchase shares of its Capital Stock in an aggregate amount not to exceed $100,000,000, and (d) the Parent may, in addition to its rights granted pursuant to clauses (b) and (c) above, purchase shares of its Capital Stock in an amount not to exceed fifty percent (50%) of the Net Financing Proceeds from a Permitted Debt Offering which is in the form of convertible notes, provided that an amount equal to fifty percent (50%) of the Net Financing Proceeds from such Permitted Debt Offering is simultaneously applied pro rata to reduce outstanding Loans hereunder. Any Term Loan Lender may decline to accept any payments due to such Term Loan Lender pursuant to clause (d) above in which case such declined payments shall be used to repay the Revolving Credit Loans (but not reduce the Total Revolving Credit Commitment) on a pro rata basis in accordance with each Revolving Credit Lender's Commitment Percentage. In addition, the Borrowers shall not effect or permit any change in or amendment to any document or instrument pertaining to the terms of any Borrower's (other than the Parent's) Capital Stock. Notwithstanding the foregoing, no Borrower shall make any Restricted Payment so long as no under this 8.6 if (i) a Default or Event of Default exists or would be created by the making of such Restricted Payment, or (ii) with respect to Restricted Payment made under clauses (providedb) through (d) above, that if as of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance Leverage Ratio taking into account such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 Payment would exceed 3.75 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders pursuant to Section 7.2(a), the Company shall not make Restricted Payments in excess of $500,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof; provided further, that if (x) the Company shall be prohibited from making Restricted Payments in excess of $500,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 during such fiscal year, the Company shall not be deemed to be in violation of this Section 10.6 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof), and (c) the Company may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan.

Restricted Payments and Redemptions. The Company Borrowers shall notnot redeem, nor shall it permit convert, retire or otherwise acquire shares of any Subsidiary toclass of its Capital Stock, or make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Company’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests)Payments, except that (a)(ia) the Company or any Subsidiary Guarantor Borrowers may make any Restricted Payment Distributions to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Borrowers may prepay or purchase the Convertible Subordinated Notes in whole or in part with proceeds of Subordinated Debt, (c) the Parent may make Distributions and/or purchase shares of its Capital Stock and/or prepay or purchase the 2022 Convertible Subordinated Notes in an annual aggregate amount not to exceed $50,000,000 plus one hundred percent (100%) of the cash proceeds received by the Parent from the exercise of stock options after January 1, 2003, (d) the Parent may, in addition to its rights granted pursuant to clause (c) above, purchase shares of its Capital Stock in an aggregate amount not to exceed $100,000,000, and (e) the Parent may, in addition to its rights granted pursuant to clauses (c) and (d) above, purchase shares of its Capital Stock in an amount not to exceed fifty percent (50%) of the Net Financing Proceeds from a Permitted Debt Offering which is in the form of convertible subordinated notes, provided that an amount equal to fifty percent (50%) of the Net Financing Proceeds from such Permitted Debt Offering is simultaneously applied pro rata to reduce outstanding Loans hereunder. Any Term Loan Lender may decline to accept any Restricted Payment so long as payments due to such Term Loan Lender pursuant to clause (e) above in which case such declined payments shall be used to repay the Revolving Credit Loans (but not reduce the Total Revolving Credit Commitment) on a pro rata basis in accordance with each Revolving Credit Lender's Commitment Percentage. In addition, the Borrowers shall not effect or permit any change in or amendment to any document or instrument pertaining to the terms of any Borrower's (other than the Parent's) Capital Stock. Notwithstanding the foregoing, no Borrower shall make any Distribution and/or purchase any of its Capital Stock under this 8.6 if (i) a Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as Distribution or by the purchase of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00Capital Stock, as determined by reference the case may be, or (ii) with respect to the most recent Compliance Certificate delivered to the holders pursuant to Section 7.2(a), the Company shall not make Restricted Payments in excess Distributions and/or purchases of $500,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof; provided further, that if (x) the Company shall be prohibited from making Restricted Payments in excess of $500,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company shall have previously its Capital Stock made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 during such fiscal year, the Company shall not be deemed to be in violation of this Section 10.6 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof), and under clauses (c) through (e) above, the Company may make cash payments Leverage Ratio taking into account such Distribution and/or such purchase would exceed 3.75 to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan1.00.

Restricted Payments and Redemptions. The Company Borrower shall not, nor shall it permit any Subsidiary to, make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the CompanyBorrower’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests), except that (a)(ia) the Company or (i) any Subsidiary Guarantor Credit Party may make any Restricted Payment to another Subsidiary Guarantor or the Company Credit Party and (ii) each Subsidiary may make Restricted Payments to the CompanyBorrower, any Subsidiary Guarantor other Credit Party and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made, (b) the Company Borrower may make any Restricted Payment so long as no Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders Agents pursuant to Section 7.2(a)6.04, the Company Borrower shall not make Restricted Payments in excess of $500,000,000 the Distribution Limitation in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Agents pursuant to Section 7.2(a) hereof6.04; provided further, that if (x) the Company Borrower shall be prohibited from making Restricted Payments in excess of $500,000,000 the Distribution Limitation in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company Borrower shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 the Distribution Limitation during such fiscal year, the Company Borrower shall not be deemed to be in violation of this Section 10.6 7.06 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Agents pursuant to Section 7.2(a6.04) hereof), and (c) the Company Borrower may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan.

Restricted Payments and Redemptions. The Company No Borrower shall not, nor shall it permit any Subsidiary to, make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Companya Borrower’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests), except that (a)(ia) the Company or any Subsidiary Guarantor a Borrower may make any Restricted Payment to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Parent may make any Restricted Payment so long as no Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred Loans advanced to finance such Restricted Payment, if any), the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a)6.04, the Company Parent shall not make Restricted Payments in excess of $500,000,000 200,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a) hereof6.04; provided provided, further, that if (x) the Company Parent shall be prohibited from making Restricted Payments in excess of $500,000,000 200,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company Parent shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 200,000,000 during such fiscal year, the Company Parent shall not be deemed to be in violation of this Section 10.6 7.06 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a6.04) hereof), and (c) the Company Borrowers may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan.

Restricted Payments and Redemptions. The Company Borrowers shall notnot purchase, nor shall it permit redeem, retire or otherwise acquire shares of any Subsidiary toclass of its Capital Stock, or make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Companya Borrower’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity InterestsCapital Stock), except that (a)(ia) the Company or any Subsidiary Guarantor a Borrower may make any Restricted Payment to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Parent may make any Restricted Payment so long as no Default or Event of Default exists or would be created by the making of such Restricted Payment (provided, that if as of the end of any fiscal quarter in any fiscal year (and after giving effect to any Indebtedness incurred Loans advanced to finance such Restricted Payment, if any), the Consolidated Group Borrowers shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a)§6.4, the Company Borrowers shall not make Restricted Payments in excess of $500,000,000 150,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group Borrowers shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a) §6.4 hereof; provided furtherprovidedfurther, that if (x) the Company Borrowers shall be prohibited from making Restricted Payments in excess of $500,000,000 150,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company Borrowers shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 150,000,000 during such fiscal year, the Company Borrowers shall not be deemed to be in violation of this Section 10.6 §7.6 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group Borrowers shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders Administrative Agent pursuant to Section 7.2(a§6.4 hereof) hereof), and (c) the Company Borrowers may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan.

Restricted Payments and Redemptions. The Company Borrowers shall notnot redeem, nor shall it permit convert, retire or otherwise acquire shares of any Subsidiary toclass of its Capital Stock, or make any Restricted Payments (provided, however, that neither the exercise of common stock purchase warrants or options to purchase common stock on a “cashless” exercise basis under the Company’s or any of its Subsidiaries’ equity incentive plans shall constitute a purchase or redemption of Equity Interests)Payments, except that (a)(ia) the Company or any Subsidiary Guarantor Borrowers may make any Restricted Payment Distributions to another Subsidiary Guarantor or the Company and (ii) each Subsidiary may make Restricted Payments to the Company, any Subsidiary Guarantor and any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being madeBorrower, (b) the Company Parent may make Distributions and/or purchase shares of its Capital Stock in an annual aggregate amount not to exceed $75,000,000 plus one hundred percent (100%) of the cash proceeds received by the Parent from the exercise of stock options after January 1, 2003, (c) the Parent may, in addition to its rights granted pursuant to clause (b) above, purchase shares of its Capital Stock in an aggregate amount not to exceed $100,000,000, and (d) the Parent may, in addition to its rights granted pursuant to clauses (b) and (c) above, purchase shares of its Capital Stock in an amount not to exceed fifty percent (50%) of the Net Financing Proceeds from a Permitted Debt Offering which is in the form of convertible notes, provided that an amount equal to fifty percent (50%) of the Net Financing Proceeds from such Permitted Debt Offering is simultaneously applied pro rata to reduce outstanding Loans hereunder. Any Term Loan Lender may decline to accept any Restricted Payment so long as payments due to such Term Loan Lender pursuant to clause (d) above in which case such declined payments shall be used to repay the Revolving Credit Loans (but not reduce the Total Revolving Credit Commitment) on a pro rata basis in accordance with each Revolving Credit Lender's Commitment Percentage. In addition, the Borrowers shall not effect or permit any change in or amendment to any document or instrument pertaining to the terms of any Borrower's (other than the Parent's) Capital Stock. Notwithstanding the foregoing, no Borrower shall make any Distribution and/or purchase any of its Capital Stock under this 8.6 if (i) a Default or Event of Default exists or would be created by the making of such Restricted Payment Distribution or by the purchase of such Capital Stock, as the case may be, or (provided, that if as ii) with respect to Distributions and/or purchases of the end of any fiscal quarter in any fiscal year its Capital Stock made under clauses (and after giving effect to any Indebtedness incurred to finance such Restricted Payment, if any)b) through (d) above, the Consolidated Group shall have on a consolidated basis a Leverage Ratio of greater than or equal to 3.00 taking into account such Distribution and/or such purchase would exceed 3.75 to 1.00, as determined by reference to the most recent Compliance Certificate delivered to the holders pursuant to Section 7.2(a), the Company shall not make Restricted Payments in excess of $500,000,000 in the aggregate in such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof; provided further, that if (x) the Company shall be prohibited from making Restricted Payments in excess of $500,000,000 in the aggregate in any fiscal year as a result of the application of the foregoing Leverage Ratio and (y) the Company shall have previously made Restricted Payments in an aggregate amount greater than or equal to $500,000,000 during such fiscal year, the Company shall not be deemed to be in violation of this Section 10.6 as a result of such pre-existing Restricted Payments but shall not make any additional Restricted Payments for the remainder of such fiscal year, unless and until such time as the Consolidated Group shall have on a consolidated basis a Leverage Ratio of less than 3.00 to 1.00 as determined by reference to any subsequent Compliance Certificate delivered to the holders pursuant to Section 7.2(a) hereof), and (c) the Company may make cash payments to its employees and non-employee directors pursuant to one or more profit sharing, equity incentive or other benefit plan."